Why Me? Rewritten and Completely Changed
by Clearbrook
Summary: James Potter is one of the Rich Ones. Pureblooded and armed with a grin as bewitching as any spell, he rules the school. Lily Evans works two jobs just to keep her family fed. Their friends work hard to keep them apart, but they won't go down that easily.
1. Chapter 1

Disclaimer: I only own the original characters and the plot. That's all I'm claiming.

Chapter 1 

The wind tugged at the 6th year's hair as she watched the two owls take off into the night. Hopefully this latest package would last them a week or two. Merlin only knows what her family would do if the House Elves weren't so generous.

"You write to your family everyday don't you?" A deep voice asked, drawing her attention to the doorway of the owlery. Lily turned to see James Potter standing in the doorway.

"Yeah," She answered softly, blushing and turning back to the window. "I like to see how they're doing."

James Potter, she reminded herself, as her face heated up, is one of the Rich Ones: one of those walking reminders that she was of the lowest class in both worlds.

Sure he was nice…but almost everybody was nice to Lily though. She never lost her temper and always did whatever anyone asked her, whether she wanted to or not. She always put others before herself and that was why nobody was really mean to her like they were to the other muggle born; but then…nobody really went out of their way to be extra nice to her either: because she was virtually invisible until they wanted something.

But she had to admit to herself: James wasn't as bad as the others. He talked to her occasionally, though never for really long. He was one of those really cute, no handsome, guys that everybody had a crush on, Lily included, though she would never admit that out loud…especially to her best friend Lorelei, who dated James for six whole months, and had only broken up with him a little over a month ago.

"That's nice." James said, bringing Lily out of her musings. Lily turned back towards him. "Hmm?" She said, confused. "Nice that you check up on your family."

"Oh." She remembered now. She smiled softly and turned once more to look out into the night. "Thanks James. Did you come to send a letter?"

James smiled, though she couldn't see it. "Yes, actually. I'm sending off my Mother's Birthday present. I had meant to do it a little earlier but I had to clean up one of Sirius's messes from a prank in the common room."

Lily looked down at her worn watch and frowned. "I didn't realize it was so late." She murmured. "I need to get back to the common room or else I'll miss curfew."

"If you don't mind waiting a minute, I can walk with you back to the common room." He suggested. Lily paused and nodded. "Okay." She said. "Thanks."

"No problem." James replied nonchalantly. He wasn't looking at her, but petting his owl, Nightwise, affectionately under her chin. Lily smiled as he watched him feed the black owl a treat from the pocket and robes. "Okay girl." He said softly. "I need you to take this to Mother for me huh?"

Nightwise softly nipped his hand and James grinned, "Good girl." He soothed, tying a small rectangular package to the owls to feet. When she took off through the window, James turned, surprised to see Lily smiling at him.

"What?" He asked, a smile spreading across his own face. Lily's smiles were contagious. "Nothing." Lily said, shaking her head. "I just don't see too many people being so nice to their owls. It's uh…it's nice."

"Thanks…I think."

James walked out of the far door, and Lily chuckling, followed, though careful to keep a certain distance at all times. "So Lily." James said, taking his time strolling leisurely down the corridor. "Tell me. We know why _I'm_ sending my letter so late. But why are _you_? And I don't bite you know."

Lily blushed, and stepped closer. Then she shrugged. "I don't know. I just think it's more peaceful when it's close to curfew and the halls are empty."

"So you like peace and quiet then?" He asked. Lily nodded. "Me too."

"Mr. Malfoy, for the last time, put the cell phone away!!" Professor McGonagall, the Transfiguration teacher barked, drawing Lily out of her musings and back to the blackboard where they were being lectured.

Inwardly, the teacher cursed the man who'd introduced muggle electronics into the Wizarding World. In her opinion, they had been perfectly fine not being able to use electricity inside of Hogwarts. Her already rambunctious students had enough distractions without the compact phones and computers and such.

"Sure thing." Lucius Malfoy grinned at the girl who had given him her number to put into his phone and shut the green and silver thing with a loud snap.

The girl smiled at him, before winking and turning back towards the front of the class. McGonagall and Lily both rolled their eyes, but before the teacher could say another word, the bell rang and all of the Gryffindors and Slytherins gathered their things to leave.

Except for Lily, who politely waited to be properly dismissed by their professor before she moved. "No homework this weekend, except to finish reading the chapter." McGonagall called in a defeated voice, nodding at Lily who had only just begun to gather her things.

The red head took her time getting her books, shoving her elbow length hair over one shoulder and methodically arranging everything in her bag. It wasn't as if her friends waited for her to catch up or anything. Thankfully, it was the last class on a Friday and she could walk as slowly as she wished since she had nowhere in particular to rush off to.

"Goodbye Professor." She said, and McGonagall looked up, a small smile on her face as she gazed briefly upon her favorite student. "Goodbye Miss. Evans."

Apparently, she wasn't the only one who had decided to take her time, she saw as she stepped out into the corridor. A lot of the other Gryffindor and Slytherin 6th years were leaning against the walls, waiting for their boyfriends or girlfriends and friends who were in a different house.

"Teachers Pet." Malfoy leered, sticking out his foot to trip her as she walked past. Lily ignored him stepping directly over his expensive shoe as she continued on her way down the hall.

"Hey Mudblood I was talking to you!" The platinum blonde boy called out, but Lily continued on as if she hadn't heard him, though the whole hall had gone silent at the foul name he'd called her.

In truth, Lily really _wasn't_ in the mood for it. She'd found out earlier that day that her Grandmother's illness had gotten worse…and with Christmas coming up and her having absolutely no money to send her Nana to help with the rent, let alone buy _anyone_ a gift (her Nana, sisters, brothers, _or_ her demanding friends) she just wasn't feeling like being entertainment for a bunch of stuck up rich kids.

"Now, now what's that attitude?" Malfoy demanded, and all of a sudden, Lily's bag split, and her things were all over the floor. The corridor was filled with the roar of students' laughter.

"Clumsy me." Malfoy said, and Lily turned in time to see him twirling his wand between his fingers. "Clumsy you." Lily agreed, glaring as she waved her wand and her bag fixed itself. She went to gather her things, but froze when she saw that her inkwell had burst all over her books.

She groaned and picked up the black, sticky mess. "Thanks a lot Malfoy."

She cleaned up the mess with her wand, but her ink was gone. "Guess you'll have to buy more ink when you go to Hogsmeade next week huh Evans." Malfoy teased. Then he put a shocked look on face. "Oh that's right I forgot!" He exclaimed. "You can't afford to!"

"Hardy, har, har." Lily said placidly. "Did you think of that one all by yourself, or did you steal another joke from Black?"

"I don't have to steal anything from Black _or_ his stupid Marauders, Evans!"

"Sure you don't." Lily replied. "I mean, it's not like they're smarter or have more friends than you do. Oh that's right I forgot! They do!"

"Think you're really clever, don't you Evans."

"Not really." Lily said, shrugging her bag onto her shoulder as she glared at Malfoy with one hand on her hip. "I mean it's not like I'm top of my class or anything."

"Beat the joke to death why don't you Evans?" Sirius Black asked, another of the handsome, rich, popular boys, along with Remus Lupin, both of whom were James Potter's best friends.

Lily didn't spare a glance towards blue-black haired Sirius, but continued to glare at Malfoy as she shrugged. "Why throw out what works?"

Remus startled her by laughing raucously and throwing an arm over her small shoulders. "I like you." He announced matter-of-factly. "So you can't mess with her Malfoy. Ain't that right Prongs?"

"Prongs," who was in fact James Potter, stepped forward, wand in hand as he smiled innocently at Malfoy. "'Fraid so Lucy. Sorry but you can't tease her anymore."

Malfoy looked at the three with disdain, his sharp nose pointed upwards. "_This_ is who you give your Gryffindor loyalty to? To this piece of filth?"

"I'm warning you Malfoy." James said in a low voice. "Don't bother." Lily murmured, turning to walk away. She'd heard enough, but hadn't gone more than five steps a cold clammy hand closed around her wrist.

"Where do you think you're going?" Malfoy demanded, twisting roughly. "Away from you. Let me go!"

"Say please." Malfoy demanded, drawing her closer. "How's 'piss off' work for you." Lily spat, clenching her teeth against the pain.

"Where's this sass coming from? You've never had a mouth on you before. Don't speak that way to your betters."

"Betters?" Lily repeated, trying to get her arm loose. "Let me go Malfoy."

The platinum haired boy twisted harder, all the while smiling sweetly and Lily stubbornly, set her jaw, refusing to show any sign that he was hurting her.

"Malfoy let her go. You can't hurt people just because you feel like it." Remus spoke up again, glaring angrily.

Malfoy smirked at the sandy haired boy. "Doesn't look like I'm hurting her Lupin." He said casually. "Does it hurt Evans?"

Lily gritted her teeth, glaring at the boy. "Course not." She said, her voice light, but he saw the pain flicker briefly through them, and added more pressure, satisfied when she cringed and he hear a loud **_CRACK!_**

"Malfoy!" Potter looked appalled as he raised his wand, and hexed him right between the eyes. "Damn you Potter!!" Malfoy howled, staggering backwards and clutching at his head.

Lily leaned against the wall, cradling her wand hand as she slid down to the floor. A busty blonde girl with icy blue eyes and manicured nails knelt next to her, careful not to get too close to the floor.

"Lily, are you okay?" she asked. Lily nodded. "I'm fine Lorelei. Could you help me up please?"

But Potter moved first, grabbing her at the elbow and hauling her to her feet.

"Thanks." She muttered, flustered and determined not to look him in the eye. She grabbed her bad hand as if trying to give herself a handshake and gave it a wrench until another loud **_CRACK_** filled the corridor. Sirius Black winced, and so did Lorelei. "Did you just-" Remus started.

"Pop it back into place?" Lily finished with a shrug as she bent down to pick up her bag. "Yeah."

Sirius shook his head and his blue-black hair flew into his gray eyes. "Ouch." He muttered. Lily shrugged again and shifted from foot to foot. "I'll just be going." She said uneasily, staring at the floor. "I want to finish my homework so I can relax over the weekend."

"Aren't you going to go to the Hospital Wing and let the nurse check that out?" Remus asked, but Lily shook her head. "Nah. I'll wrap it if it swells," she looked down at her wrist, and saw that it was already starting to do so.

She turned to leave, but then stopped and turned around again. "Thanks for uh…sticking up for me earlier. I um, it was really decent of you guys."

"Think nothing of it." Remus said graciously with a smile. James nodded agreement. "Yeah." He said. "I mean, what kind of Gryffindors would we be if we just stood there and watched." He glared at Lorelei as he said this.

"Um…right. Bye then."

Upstairs, safely in her dormitory, Lily changed into her overalls and a long sleeved shirt, and then wrapped her wrist up in an ace bandage she's had since forever. Then gingerly, so as not to upset her wrist, she pulled on her tan "construction worker boots" as she called them, and tied up the tan and burgundy laces.

As expected, Lorelei commented on the outfit as soon as Lily stepped into the common room and dumped her homework on the table closest to the fire.

"Merlin, Lily, what are you _wearing_?" Her high shrieking voice carried over the din in the common room. Lily sighed warily opening her book and beginning to read the chapter they were assigned in McGonagall's class.

"Clothes Lorelei."

"But why _those_ clothes?" Lorelei demanded. "You look…you look…"

"I can't walk around naked." Lily explained patiently.

"If those are the alternative, then maybe you should." The blonde girl stated coldly, her eyebrows rose gracefully.

"Lori!" Lily sighed, so exasperated that she accidentally slammed her sore hand down on the table.

"What?" She raised her shoulders in an innocent shrug. "I'm only being honest; you look like a lumberjack."

Lily stopped cradling her hand to shoot her friend a tolerating look.

"She does not."

Both girls turned to look at the boy who had intruded into their conversation, James Potter, leaned against the wall a few feet away from Lorelei with his arms crossed casually over his Cashmere sweater-clad chest.

"You know." He went on, giving Lorelei a dirty look. "For someone who claims to be her best friend, you sure don't treat her very nicely." He turned his intense gaze upon Lily with a quirky smile replacing his scowl. "Besides." He added. "I think she looks cute."

Lily's eyes went wide, her face flushed deep scarlet, and her mouth opened the tiniest bit out of shock. Lorelei 'humph'ed and traipsed up the stairs. James ignored her and nudged Lily's shoes with his own.

"Nice boots." He teased, grinning, and Lily looked down, noticing that his were exactly the same as hers. She smiled. "Thanks. I like yours too."

James laughed, and dropped into the empty seat across from her. "Whatcha doing?" he asked. Lily looked down at her books in dismay. "I was going to do my homework before I realized that I can't even hold my quill."

"I have an EZ Quotes Quill if you'd like."

"Oh, No!" Lily cried quickly. "Those are expensive, I couldn't. What if something happened to it?"

James seemed to think her discomfort was amusing, and he smiled and shook his head. "Don't worry about it. Remus gave me a whole box of them for Christmas last year and I've only used two. I've got 10 more, so you can have a brand new one. Wait here."

He dashed up the stairs to his dormitory before she could protest and came back a moment later with two icicle blue quills in one hand, which he presented to her with a great flourish. "Here you go."

"Um, th-thanks James. Really."

"No problem." James said, smiling still. For some reason he couldn't stop. "You might want to wait to do it until it's quieter though, otherwise you might catch bits of people's conversation in your essay."

Lily sat back, relaxing a bit for the first time since James had spoken, and laughed a bit at the thought of conversations interrupting her essay. "It is believed that Cornish pixies are indigenous to 'Oy! Padfoot have you put itching powder in my boxers again?'"

She sniggered at her own joke, and James couldn't help but laugh with her. The thought of one of their professors reading that on an essay seemed hilarious to her and she laughed harder, slapping a her good hand over her mouth to muffle the noise.

"It wasn't that funny, Lily." James said, but he was laughing even harder than she was, and finally he had to drop his head into the crook of his arms as tears came to his eyes.

Finally, they'd calmed themselves and Lily, still chortling, wiped her eyes and smiled. "I haven't laughed that hard in a long time." James admitted. "Since the last time we pulled a prank on the Slytherins."

"I can't ever remember laughing so hard that tears came to my eyes." Lily confessed as James wiped his glasses on a handkerchief. He stopped and looked up at her. "Never?" He asked. Lily shook her head. "Never."

"Man, you've missed out." He told her. "Are you going to Hogsmeade tomorrow?"

Lily blinked, trying to figure out what had brought such an abrupt subject change. "That was random." She said.

"Are you?"

"Me?" She thought about her answer. "Nah, I never go."

James looked thunderstruck. "Why not?" he demanded. "Lily shrugged. "Because the only time I ever went, was after Lorelei and I became friends."

"What's that got to do with anything?"

"Have you ever _seen_ that girl shop?" Lily wanted to know.

"Unfortunately yes." James admitted, remembering the time he had been dumb enough to believe Lorelei when she had said she'd forgotten her money at the castle and would pay him back if he'd pay for her…he still didn't see that money coming back to him anytime soon.

"She spends, no wastes, so many galleons when she shops it makes me sick just to watch." Lily went on. "I know how that feels." James mumbled. "But that still doesn't tell me why you don't go to Hogsmeade."

Lily shrugged. "I just don't see the need in going off to waste loads of money when there's no need to do so. And there's not really anything to do in Hogsmeade besides shop is there?"

"Sure there is!" James said enthusiastically. "You can visit the Shrieking Shack, or you can just have a butter beer at the Three Broomsticks or window shop! You don't even have to buy anything!"

He saw the stricken look on her face and his enthusiasm went flat. "What?" he asked. Lily shook her head slowly and again James asked "What? What is it?"

"I just don't fancy spending all day pretending not to be bored watching other people waste their money." She let the half-truth slip easily.

"Oh, come on!" James insisted. "It's fun!"

"I'm sure it is." Lily told him quietly. "I just…I don't go to Hogsmeade James."

"Lily!" James exclaimed loudly. Several people looked over to their table and Lily blushed. He, however, paid them no mind. "You have NO idea how much fun you're missing out on! And I want you to go! You wouldn't disappoint me like that would you Lily? An innocent little thing like you wouldn't go and step on my heart like that would you?"

Lily bit her lip. 'This is what I get for never turning people down.' She mused. 'Go on! Tell him yes. Tell him yes, you have to disappoint him because you don't want to go to Hogsmeade.'

"No." She agreed, mentally slapping herself. "I wouldn't want to do that. I'll go with you if you want."

'YOU IDIOT!' her mind screamed at her. 'You only agreed to go with him because you like him, didn't you'

'No.'

'Yes you did.'

'Not true. I agreed because I agree to everything.' When her thoughts turned sour, she blocked them out, to find that James had been talking to her.

"I'm sorry, what did you say?" She asked. James smiled. "I asked you to meet me and the guys in the common room at 7."

"So early?" She questioned. "Doesn't everyone normally leave around 9?"

"Yes," he admitted, going on to explain. "But we like to get there before all of the shop-happy girls"

"Oh." Lily said. "Makes sense"

'And I can leave without being questioned by my dorm mates.'

"I know it does." James grinned. "You'll learn soon Lily, that I do everything for a reason…everything concerning school at least." He added as an afterthought.

Lily doubted this, but nodded, not wanting to be disagreeable.

"Well," James stood. "I really should be going. I'll see you at 7? And dress warm; it's always colder in Hogsmeade."

"Sure." Lily agreed as he walked away to find his friends, silently wondering what she'd gotten herself into.


	2. Chapter 2

Disclaimer: I only own the original characters and the plot.

Chapter 2 

"Prongs, what in the heck possessed you to ask this girl to Hogsmeade?" Sirius demanded. He, his two best mates and his dorm mates were all walking around the dorm room, half naked and half awake to various degrees, getting ready for the day's Hogsmeade trip.

"Yes, do tell." Michael Waters said cheekily, pulling his t-shirt on over his blonde head. "What made you ask out _Lorelei's_ best friend of all people?"

James shrugged, nonchalant as he sat on his bed to pull on his boots. "I dunno, I just opened my mouth to ask her before my brain caught up."

"So you're regretting it then?" Remus asked, pulling his socks on. James shook his head with a small smile and said. "Nah."

"Man, it won't be like going to Hogsmeade with The Beast will it?" Sirius asked, referring to Lorelei. James shook his head again. "She and Lorelei are nothing alike, I swear."

"Hmm." Sirius grunted dubiously, but didn't say another word on the subject as he grabbed his Wizard Debit Card, a new invention of Gringotts', and put it in his back pocket. "Whatever you say James. But need I remind you Hippogriff's of a feather, flock together."

"What?" James asked. "What's that supposed to mean?"

"I think," Remus cut in, "That what Sirius means is that-

"I MEAN," Sirius said loudly, shooting Remus a look. "That Lily and The Beast wouldn't be best friends if they didn't have something in common."

"Like Gold Digger Syndrome?" Gregory Mitchell, a titian haired, brown-eyed member of the Quidditch team asked sarcastically, digging around amongst the piles of clothes strewn all over the room.

"Exactly." Sirius said.

"It's not like that!" James said immediately, affronted that Sirius had poked at the still slightly fresh wound with Lorelei's name on it. "I asked _her_ to go, remember? And only because she's only been once before and that was with Lorelei so you know that was a horrible experience."

"So you asked the girl to come with us out of pity then?"

"NO!" James yelled loosing his temper as he glared at Sirius. "Why are you being such an ass today?"

Sirius shrugged. "Because I _can_. What are you going to do about it?"

"Nothing!" Remus broke in quickly. "Because if we don't hurry up, we're going to be late. And…" he added wolfishly, smirking at James just before he descended into the common room. "Prongs might miss his date with Miss Lily."

James rolled his eyes. "See if you get Christmas presents." He threatened, staying to find his extra thick gloves and making sure he hadn't forgotten anything before he started down the stairs. He wiped the aggravated look from his features as soon as he reached the bottom, deciding it would be in his favor not to scare Lily out of her wits with the stormy expression.

But she wouldn't have seen it anyway, he discovered, for she was sitting at the farthest table in the corner, with her back to the rest of the room. Remus sat across from her, looking down interested, at her work, asking questions occasionally. He glanced up then, saw James, smiled, and beckoned him forward.

"Morning Lily." He said brightly, standing in the empty space between the two chairs. Lily looked up, awarding him with a small shy smile. "Good morning James, how are you?"

"I'm great thanks." He replied, rocking back on his heels. "You?"

"Fine." She answered breezily.

"So…what are you working on Lily?"

"Erm…just some sketches." She answered quietly, stacking the drawings and shoving them in a cardboard folder.

"Sketches?" James repeated. "I didn't know you could draw." Lily shrugged. "Not the type of sketches you're thinking. They're not art really….just plans of…um…engines."

"Engines?"

"Engines." Lily affirmed with a nod of her head. "I work on cars."

James's eyebrows shot upwards. "Really?"

Lily nodded again. "Uh huh. Nobody's supposed to know that thought, so if you wouldn't tell anyone…"

"A secret," James made a zipping motion across his mouth. "Gotcha."

Lily smiled and turned her gaze past James. "You won't tell either will you Sirius?"

James turned too, to see Sirius standing behind him with his hands in his pockets. "Nah. Won't tell."

"Good morning, by the way." Lily added brightly, pushing away from the table.

"Morning." He muttered. Lily looked at him with a raised eyebrow. "Are you okay?"

"I'm fine." Sirius said shortly. "Let's go."

Remus sent a disapproving look towards Sirius, silently reprimanding him for his bad manners, and helped Lily into her Parka.

The red head's green eyes widened as she slipped her arms into the thick sleeves. "Thank you Remus."

"No problem."

"Aren't you going to eat?" James asked, as he Remus, and Sirius piled their plates high with waffles, pancakes, sausage, eggs, and bacon. But Lily didn't appear to hear him, for her head was still bent, her eyes still closed, and her hands still clasped tightly in her lap.

Sirius looked over at her and gave a little half smirk of disbelief. "She's saying grace." He said, amused. "Who does that anymore?"

"I do." Lily replied lifting her head and reaching over to pile waffles and eggs on her plate. "It sets a good example for my…for my younger siblings."

"You have siblings?" Remus asked. "I didn't know that." Lily shrugged, thankful that no one asked how many. "You're oldest?" she nodded simply, cutting up her waffles with a spell, scrambling it in with her eggs, and smothering the whole pile with syrup. Then she paused. "Well, not really." She amended. "But my older sister married into a family she considers better than ours, so she doesn't talk to us."

James looked at her plate, and then down at his pile of pancakes, waffles, eggs, bacon, and sausage, covered with syrup, and smiled. "Godric, you made a bigger mess out of your plate than we did!" Sirius exclaimed, looking down at Lily's plate also, studying the yellow and brown soggy mess. Lily grinned as she swallowed a particularly large mouthful. "It's good though…something wrong?" She asked, her fork pausing in mid-air as they continued to watch her. All three shook their heads and turned back to their own breakfasts.

"How come I don't ever see you at meals?"

Lily choked on her half swallowed mouthful, surprised by Remus speaking to her again. She wiped her mouth on a napkin, carefully swallowing before she answered. Remus and the others continued to watch her, awaiting her response. "Because I never eat in the Great Hall anymore, this is the first time since third year."

"Why?" James wanted to know. Lily glanced down at her plate, brushing a stray piece of hair behind her ear. "Because I got tired of listening to Lori's running commentary on how I eat."

"I know how that goes." Sirius grumbled, rolling his eyes. Remus glared at him, before turning back to Lily. "What's wrong with the way you eat?" he asked.

Lily sighed. "Well, to quote Lori, I "eat enough for 3 people" which I don't, but still…"

"That's Lorelei alright." Sirius agreed with a short bark of disgruntled laughter and a brisk nod of his head.

"Why do I get the feeling that you didn't ask your friends if it was okay for me to come along?" Lily asked quietly as she strolled at James's side, with Sirius and Remus walking ahead, ducking into shops occasionally.

"Why?" James asked, shoving his hands in his pockets. "Do you think they mind?"

"I know they do." Lily answered, staring off into space. "Or I know Sirius does at least. He's been grumpy and glaring at me all morning, when he thinks I'm not looking."

"Oh. Look, I'm sorry about Sirius." James apologized. "He has the tendency to be a bit rude at times."

"Don't worry about it." Waving her hand dismissively, she continued to stare ahead. "I'm sure he just wasn't expecting me along. It's alright."

Just then, up ahead of them, Sirius stopped walking and waited for the two of them to catch up. He locked his gaze on James, determined not to look at Lily as they approached.

"Me and Moony are freezing our tails off. How about we go for a butter beer?"

"That's fine." James replied, and Sirius turned on his heel and walked off.

Later, as Lily sat there with her hands wrapped around herself, she half listened to the boys' conversation and vaguely wondered how she ended up sitting next to Sirius.

Remus nudged her with his foot, jarring her, and smiled. "Bored Lily?"

Lily blinked, lifting her chin out of her hand. "Huh? No."

"You were daydreaming." The sandy haired boy explained. "So I assume we've bored you."

Lily sat up straighter. "Nah." She said. "I was just wondering and thinking about the car that I'm building." Now WHY had she said that???

"You're building a car?" Sirius repeated skeptically. "Ahem." Lily blushed and swept her hair behind her shoulders. "A truck…um…actually."

"Building as in from the ground up?" Remus asked, interested again. "Almost." She answered. "I've reupholstered the seats and repaired some minor scratches, and even gashes on the outside metal. I still have to rewire everything, like the radio and air conditioning and power locks, and I'm not even going to bother with the old engine, I'm building a new one from scratch."

"You can do all that?" Sirius asked, the skepticism back in his voice. "Already started." Lily answered back in a flat voice, deciding that Sirius's attitude wasn't going to get to her.

James's eyebrows lifted. "Cool." He said, and then he stood. "Moony, get another round would you? I've got to visit the loo." Remus nodded, standing also, and the two left Lily alone with Sirius. Great.

Lily idly stared at the tabletop, yapping her dull fingernails on the wooden surface and Sirius was all too happy to oblige in giving her silence, turning and looking at any and every one and thing, except for her.

Lily frowned. Sirius hadn't been so cold towards her the day before and all of a sudden she was scum? Figures. Good enough to save from Malfoy, but not worth talking to or even looking at unless the other alternative was Slytherins, which at present, it wasn't.

For some odd reason, this depressed Lily considerably more, and she leaned back sloppily in her seat.

"Do you think it was a good idea to leave Lily alone with Sirius?" Remus asked as James came to stand next to him at the counter, hands still damp from their washing.

"I don't know." James replied, wiping his damp hands on a napkin, and glancing over his shoulder, though unable to see their table over the crowd. "We'd better hurry back then." Remus suggested, glancing over his shoulder as well, this time with drinks in his hands.

As the two approached the table, they could see Sirius's lips moving, but he was speaking so low that they could not understand what he was saying. Lily looked up at him and then turned her gaze quickly back down to the table.

James frowned. "Behaving yourself Padfoot?" he asked pointedly as Remus plopped the four glasses down on the table. Neither he, nor Lily said a single word, but as Remus and James took their seats, the red head slowly stood and shrugged into her jacket.

"Where are you going?" Remus asked her. Lily shook her head, almost lethargic in all of her movements. "I…I need to…to go back to the castle."

"I can walk you back." James insisted, immediately going for his cloak. "No." Lily said quietly, shaking her head again. "Don't bother. I'm just…I'll just…I have to go."

"Padfoot what did you do to her?!" Remus demanded, watching James rush after Lily out of the corner of his eye. "I didn't do anything." Sirius insisted, lazily taking a slow long pull of his butter beer.

Remus had an uncharacteristic urge to dump the warm liquid over the boy's thick head. "You had to do something to make her leave like that! She looked like she was about to cry."

"Neither my fault, nor my problem."

"Lily wait!" James called, following her out of the Three Broomsticks. Lily didn't stop, didn't turn around, but sped up until James had to run to catch up with her. "Lily, hold on, I wanna talk to you." He added when she's stopped to look at him. "Why'd you leave?"

Her small shoulders rolled when she sighed. "Because I was ready to."

"You haven't been here that long!" James reminded her in protest, "I know, but...well Sirius was making me uneasy. I think it'd be better for me to just go."

"Forget Sirius, Lily." James urged her, nudging her chin until she looked at him. Breath altered, she grabbed the hand gently clutching her chin and moved it, lowering it until she held his wrist between them.

Boy, James was awfully close wasn't he? He was standing so close that she had to look up just to meet his gaze. And why was he looking at her like that? Didn't he know that she had a crush on him and his nearness was doing funny things to her stomach and her heart?

He twisted his arm so that she no longer held his wrist, but he held her hand in his, squeezing her fingers. "Sirius was being really immature," he explained in a low voice. "He was just trying to upset you."

"Well it worked." She replied in a quiet tone, gazing curiously down at their locked hands. Why couldn't he see the suffering he was causing her by being so close, by holding her hand and gently caressing the sensitive skin of her palm with his thumb?

"Don't let him do that." James's voice cut through the haze in her brain. "Hmm?" she breathed. James looked down at her, staring directly into her green eyes, his thumb still tracing lazy circles on her palm. "Sirius." He reiterated. "Don't let him do that to you. He gets a perverse pleasure out of making people…lose their tempers, or crack, or breakdown."

"Really?" She teased lightly, "I night never have guessed." The soothing circles on her hand made her desperately want to close her eyes. James smiled, and though Lily may not have noticed it, his insides were just as jumbled as hers. He wanted to lean down and close the distance between them so badly. What would she do if he kissed her?

"Pardon?" She asked, a bit breathlessly. James's mind raced. Had he said that aloud? "I said," he responded slowly, reaching up to gently run the back of he free hand lightly across her cheek. Her eyes fluttered closed. "I said…what would you do if I kissed you."

Lily's eyes slowly opened again, and she wished more than anything that he wasn't teasing her. She lifted her shoulders in a light feminine shrug. "I don't know." She glanced up to meet his gaze and the rest of her confession nearly died in her throat. "I've never…" she licked her dry lips. "Never…had a boyfriend before, so I've never…never been-" Was it her or was James moving closer?? Her eyes moved down to his lips and then moved back up to his blue eyes.

"-Kissed." She finished almost inaudibly.

"I don't believe you." James stated, his voice dropping again, this time so low that she had to strain to hear him. His arms circled around her waist, drawing a surprised gasp from her throat. "I can't believe that you've never had a boyfriend and I certainly can't believe no one's ever tried to kiss you before." 'Or touch you', he added silently

Lily opened her mouth to argue, but at that moment, his mouth came down on hers, drowning out her words. She gasped then, and felt as if her knees would go out on her. Unsure, and confused, she instinctively mimicked his actions, tilting her head and inching closer until her body pressed so comfortably against his front.

He took his arms from around her waist, only long enough to lift her arms up around his neck, before he put them back and pulled her even closer, grinning inwardly because he knew that he had her right where he wanted her.

She couldn't believe this was happening to her! Her first kiss, and with James Potter, of all people!! People like James didn't even notice people like her, let alone kiss them! It was a dream; it had to be. But Godric, it felt so real!

"Aw, JEEZ, Moony! Prongs has lost his fucking mind!"

The harsh voice, cut into the sweet peace, startling Lily to break the kiss. Looking in horror towards the voice, she saw Sirius Black glaring at her, and Remus Lupin looking at the two with eyebrows raised in mildly amused shock.

At the same time, she noticed her arms around James's neck and just how close the two were standing together. She backed away, nearly tripping over her own feet, her face flushed.

"Merlin! Godric, I…" She stuttered. "I'm so sorry. I have to go." And before either boy could move, she turned and disappeared into the crowd coming up the main street.

"Well." Remus said lightly, glancing after Lily. "Um…wow."

His friend was a little bit more articulate. "Prongs what the HELL were you DOING?" Sirius demanded. James glared at him. "I think it was pretty OBVIOUS what we were doing Sirius! What the hell is your problem?"

"MY problem?" Sirius repeated indignantly. "I wasn't the one kissing that trash in the middle of Hogsmeade! I mean, Merlin James, If you wanted to screw something so bad, you should have been discrete and no one would even have to know, but not in FRONT of everybody!"

James looked at the gray-eyed boy disgustedly. "I'm going to pretend, for your sake, that I didn't hear a word you just said." He snarled. Remus just stared; shocked to a whole new level. And James, fed up, turned to head back to the castle.

Lily walked slowly into the empty room; arms laden with a heavy brown box, and kicked the door shut behind her.

She was so confused that a little work was what she needed to try and clear her mind. What had happened? James had kissed her, then Sirius and Remus had found them, and she'd run away. But now what?

Was James going to pretend as if nothing of importance had happened in the village? Would he ignore her? Avoid her? Would Sirius's dislike for her tempt him to make her life a living hell?

With a deep sigh, she sat the box down on the table and peered inside at the many metal parts; some of which she'd bought, some of which she'd kept instead of throwing out when she'd worked on other people's cars, and other pieces she's made herself.

Every single piece had been shined and polished until it was the brightest silver color, and then wrapped in foam cloth to avoid scratching.

She worked silently, as best she could without tools, and allowed herself to get lost in her work until the door creaked solely open, announcing the arrival of unwanted intruders.

'Please don't be a couple looking for a snog.' She pleaded silently. 'Because I really don't need that right now.' But as soon as the door fully opened, she decided she'd have rather dealt with the snogging couple, for there was James, shoving a bit of parchment into his pocket.

Lily sighed resignedly. One thing she hadn't expected was James coming to look for her. She turned back to her would-be engine and began to rewrap the parts. "How'd you find me?" she kept her voice curious and light.

"I have my ways." He replied loftily, leaning against the door with his arms crossed over his wide chest.

"Well then why did you come after me?" her voice lowered on it's own as she carefully replaced her work in it's box. Never in a million centuries did she expect him to come and apologize of all things, but that's exactly what he said next: "I came to apologize."

"What for?" she demanded, in a stupor. He blinked at her. "Well, when my friends showed up and you ran…I kind of figured-"

"You have nothing to apologize for." Lily cut him off, and lifted her box from the table with a barely audible groan.

"But." James said slowly. "You didn't…didn't you…"

"You have nothing to apologize for." She said again, walking over to stand directly in front of James. "Well?" She said, when he didn't move. "Can I get by?"

"Oh! Sorry!" The raven-haired boy quickly stepped to the side and held the door open for her. She mumbled her thanks as she passed, careful not to brush against him as she stepped out into the corridor.

But James immediately went over and grabbed the box from her. "Merlin, this thing ways a ton!" he grunted. "What's in here?"

"Careful!" She exclaimed. "That's my engine!"

"Really?" His eyes glowed with what could only be the male excitement present when anything to do with cars, engines, or heavy machinery were mentioned. "Can I see it later on?"

"Um, sure." Lily answered uncertainly. "When no one's around. I mean, because I kind of don't want anyone to know what I'm doing."

He nodded. "Okay." He said simply. Lily nodded too, and followed him up the staircase. "So how long have you been working on this thing?"

"Um," Lily thought for a moment. "Technically, I've only started working on it a week ago. But I've been gathering and making the parts for the past 7 months."

James whistled. "Wow. Wait. Did you say 'making' parts?"

Lily nodded. "Mm-hmm. The garage I work at? My boss let's me use the saws and torches and stuff to cut some pieces that I designed myself."

He shook his head in amazement. "Quite multitalented aren't you?" Lily shrugged modestly. "Only when it comes to cars." But James shook his head again, this time in disagreement. "No," he said. "I mean, you get top grades, you build cars, you can sing-"

"Who says I can sing?" She interrupted, her face blazing red. "I've heard you." James stated matter-of-factly. "When you're studying in the common room, sometimes you sing."

"Oh!" she was mortified. "I didn't think anybody could hear me!"

James grinned at her. "I have very good hearing." Lily smiled out of nothing but pure embarrassment. "Oh." She murmured again. James nudged her shoulder with his gently as they ascended the stairs. "Oh it's not that bad." He teased. "You have a pretty voice."

"And I'm sure you tell that to everybody just to be polite."

James looked affronted. "What are you talking about? I don't have any manners! My mother tells me this every chance she gets. So you see, I'm telling the truth. I may be rude, but I'm honestly rude."

Lily giggled at his silly antics and he cracked a smile. "Ah, so she CAN laugh!" he proclaimed dramatically. "Of course I can laugh." She replied, still giggling. "I'm not a rock you know."

"I never said you were…after that kiss how could you be?"

Lily flushed bright red again. Why wouldn't he stop bringing that up? And where were they? She stopped walking and took a look around her.

"What's the matter?"

"I don't recognize this hallway."

James stopped too, and took a long look around him, until his gaze landed on a pitch-black tapestry with white dots forming constellations. "I know exactly where we are, but it will take a little while to get back to the common room. I'm sorry I wasn't paying any attention to where we were going."

The redhead however, wasn't paying very much attention to the situation. She was too busy thinking about the kiss that they'd shared that she hadn't noticed James had stopped and turned to look at her, and she walked right into him.

"Oh!" She turned an even darker shade of red and flung her arms out to steady herself. "I'm sorry, I wasn't watching where I- mph!"

James swooped down swiftly, cutting off the rest of her apology by crushing his lips over hers. She didn't know when he'd put down her box, but she suddenly found herself crushed to his chest, and pulled into the whirlwind, even stronger now than before.

She raised her arms, on her own this time, to his neck, and he nudged her chin, tilting her head so they could fit together even better.

Fireworks were going off behind her eyes. James, he- this was the second time he'd kissed her-the SECOND time! And she was kissing him back! Merlin, they were snogging!!!

James had no idea what possessed him to kiss her the first time, let alone the second time, but he wasn't at all sorry; far from it actually. He was enjoying the feel of her, all over…she was so soft, so feminine…and with much regret, he stopped the kiss, resting his forehead against hers and gazing into her brilliant eyes.

"Be my girlfriend." He whispered softly, lips grazing hers with every syllable. Lily panted slightly, and said nothing. "I know what you're thinking." James whispered, easing his hand up into her hair and watching as her eyelids fluttered closed. "And I know you don't know me all that well. But give me a chance. We can get to know each other along the way…say yes? Please?"

Lily didn't know what to do. She'd never in her life been presented with such a situation as this before. She would've loved to be James Potter's girlfriend, but…there would be so much to go along with it that she wasn't sure if she could deal with. And then of course there was the matter of her family. But when she looked back up into his eyes, something…something shining in the deep brown orbs told her that it would be worth it. And so she nodded her head, just once, in agreement.


	3. Chapter 3

Disclaimer: I only own the original characters and the plot.

Chapter 3 

"Well Prongs," Sirius said loudly across the quiet morning atmosphere in the common room, disregarding anyone and everyone else who might have been getting an earful. "I didn't think it was possible, but you've sunken low Mate. Way low…dating that trash. Honestly. I didn't have that big a problem with you just talking to her because I'd figured you were only being nice all these years and nothing would come of it, but this is an all-time new _form_ of low."

James ignored his friend, only proving he'd heard the boisterous boy when he glanced up and caught sight of Lily, frozen on the stairs, and winced. Sirius, who'd followed his gaze, didn't pass up on the opportunity to give the poor girl a hard time.

"Ah, speak of the Gold Digger."

Lily's eyes narrowed, but she proceeded down the stairs as if she hadn't heard him. James waited until she was out of the portrait hole, before glaring at his friend. "Sirius." He growled out. "Leave her alone." And without a single other uttered word, he got up and went to catch up to Lily.

"So Evans," Lorelei plopped her blond self down in the empty seat next to the green-eyed girl. "Dating Potter now are you?"

Lily cringed. "I'm sorry Lorelei, I wasn't even thinking. I'd forgotten he was your ex. If you don't like it, I'll-"

"Honestly Lily, shut up a sec, will you?" Lorelei cut into her guilty rant. "I don't care a wink about you dating that oaf. I'm just surprised is all. I didn't even know you were talking to the bloke."

Lily smiled a bit uneasily.

"Maybe we wanted your fake nose out of our business." A male voice answered. Lorelei turned to face James with a sneer set in place. "Oh it's 'our' already is it? My, that was quick. But then, that always was your problem eh? Quick to attach yourself?"

James made a sound low in his throat, terribly close to a growl. Then without warning, leaned down and placed a fiery kiss upon Lily's lips. "Later." He said quietly, and then he disappeared out of the large double doors and down the corridor.

"Prideful little blighter." Lorelei muttered with a grin. Lily simply stared. Her day was off to its usual special little start.

James was staring moodily off into space when he felt a small hand on his shoulder. "James?" He turned to see Lily standing awkwardly off to the side of his desk. Immediately he sat up straighter. He'd never been partial to shy girls, preferring the vibrant lively type, but for reasons unknown, he'd always found Lily's shyness endearing and…highly attractive. "Are you okay?"

He smiled, taking her wrist in his, and gently tugging her around to sit in the seat next to him. "Much better now that you're here. Do you always come to class this early?"

Lily flushed and nodded. "Everybody else stays at breakfast until the first bell, so I go to class earlier. The, uh, less I deal with the masses, the better." James frowned at her confession, suddenly remembering that she was one of the students who were most commonly...abused by the popular kids. Well it wouldn't continue much longer, he vowed. She was under his protection, now more so than before. Anyone who felt the need to mess with her would have to get by him first.

However he said none of this. His sudden possessiveness bewildered him, and so he merely tugged her close, holding her to his side on the bench. Lily flushed bright red and James smiled. "Embarrassed?" he teased. "Don't be." Gently, placed his hand on her waist and squeezed, compelled to be affectionate with her in a way that he'd never felt the need to be before. He'd always seen open affection as being for wimps, but with Lily…with Lily it was different. With Lily everything was different…and confusing.

When the first bell rang and the class began to fill with Gryffindors and Slytherins, he released her, deciding not to frighten her with public displays of affection, but keeping her close enough, with his arm thrown over the back of the bench behind her, so that there would be no mistakes made about their status. Next to him, Lily flushed again, and sunk down into her seat, trying to be as inconspicuous as possible.

No one bothered trying to hide their open stares as the bell rang and class began. Even McGonagall paused to glance curiously at the two. When finally the last class of the day was over, Lily felt a relief so great that her shoulders sagged. She'd felt as if she were in the spotlight in the most horrible of ways the entire day.

Lunch had been the worst. She'd actually gone to lunch, as per James' request so he could spend time with her outside of classes, and sat with James and his friends. Not only had Sirius been cold to her _still_, but half of the students were giving her the most unnervingly calculated evaluating looks. It had put her off so badly that she had only picked at her food, and later took her dinner alone in the kitchens before sneaking out to work, in order to avoid another similar occurrence.

"So where's your _girlfriend_ at?"

James looked up from his homework and glared at Lorelei in the dim light. "She's your best friend. Don't you know?"

Lorelei merely smirked, and headed up the stairs to her dormitory. "Nope. I never bother to keep up with her James. I'm not her keeper. You might try keeping better track of your property though." She added over her shoulder.

James glared at her back until he couldn't see her anymore and turned back to his half written essay. He was more bothered than he cared to admit. He didn't have any afternoon classes with Lily, and so he hadn't seen her at all since Lunch. He couldn't even find her on the Marauders map, and wondered if maybe he'd made her uncomfortable and she'd snuck off of school grounds to get some breathing room. Maybe she'd snuck into the Forbidden Forest. Maybe something had happened to her.

Sighing, he pushed his homework away from him, and moved over to the couch to continue waiting for her. Midnight, and she was still of off Hogwarts grounds. Where was she?

Sometime after 3, Lily stumbled into the common room, tired as hell. This had been an unusually late night, and thankfully, she had no homework due the next day, so she could just go up and fall right into bed. She'd only get about 4 hours of sleep, but she'd make the most of them.

A body on the couch shifted, moaning as it was extracted from sleep. Lily almost jumped out of her skin as the figure sat up and called her name. "James?" She hissed, pulling her old trench coat tightly around her. "What are you doing up?"

He rubbed his eyes and yawned, looking like a child who was fighting sleep. "I was just…I fell asleep on the couch. Didn't realize how tired I was." He stood up quickly, and kissed her on her cheek. "I'm going to go to bed. Goodnight."

Lily stared after him a long time after he'd made his hasty retreat up to the boys' dormitories and frowned. James Potter was a confusing one, she admitted. However 3 am was no time to think about it. She'd worry about it in the morning.

The morning brought many things for Lily, but enlightenment wasn't one of them. She was exhausted. Mentally she made a note to herself as finished braiding her hair and tossed the plait behind her shoulder: staying up all night on a school day again would be a horrible idea. Not only was she carrying bags under her eyes, but she'd been so tired already upon arriving to her room and finding a troubled letter from her family on her bed, that no matter how hard she thought, she couldn't figure out an acceptable solution to their newest financial problem.

Her grandmother's letter was short and simple, letting her know that everything was fine at home, and that there was nothing that couldn't be handled. But it was each of the letters from her siblings that kept her up all night. The electricity had gotten cut off again. The extra money Lily had earned was enough to keep them all fed, but there simply wasn't enough to keep her siblings fed AND get the bills completely paid.

She sighed, knowing that she would get little additional sleep in the near future. There was no choice but for her to work more hours. She would do it though. Her family had given up so much so that she could go off to school, and she would help as much as possible.

"Whoa, Evans! Potter been keeping you up late?" Lily started, not even realizing that she'd walked down into the Great Hall. Ignoring the call, she headed down the table and plopped down tiredly in the open space next to James. "Morning." She said. The Marauders all stared at her. "What?"

"Burning the midnight oil?" Remus asked with a smile. Lily yawned behind her hand. "I never made it to sleep. Homework and letters from home." She yawned again, and then dropped her head on James' shoulder. Too tired to care what anyone else said about them.

"I suppose evil scheming takes a lot out of you." Sirius commented wryly, fixing her with a pointed glare. James opened his mouth to tell Sirius off, but Lily didn't need him sticking up for her. "Fuck you Sirius. If you'd focus more of that energy into class and less into tormenting people who hadn't done anything to you, you wouldn't be in danger of being the first idiot in the entire history of the school to ever have to repeat the year."

Again, the Marauders stared at her. "What did you just say to me?" Sirius demanded, giving her a horribly nasty look. Lily almost felt bad, but telling him where he could go after days of endless tormenting felt good. "What, you're failing to comprehend the English language as well as your studies? You heard exactly what I said, and frankly, if you're going to talk out of your ass, just save it, because I'm not in the mood for it today." Then, before she could rethink what she'd just said to one of the most dangerous people in school, she got to her feet and made her way to her first class of the day.

Unfortunately, fate didn't seem to be in the mood to let her forget. A whole 15 minutes into class, McGonagall interrupted the History of Magic Class and asked to see both Sirius and Lily in the corridor. Both students returned looking less than happy. "Great." Sirius groused, throwing himself out of his seat after class. "Why couldn't she be asked to tutor James? I'm sure he'd like it. I for one, however, do not need to be spending any extra time around that…that…_girl_."

"Believe it or not, I have better things to do with my time than tutor idiots who don't want to learn." Lily shot back, shoving her things into her bag with a vicious force. "If you want to repeat the year, you go right on ahead, you rat. You not wasting my time, suits me fine."

Sirius glared at her. "Oh I'll be there for every single session, if only just to spite you, you evil witch."

James and Remus glanced back and forth between the two, warily. "Guys," Remus interceded, his hands spread in a gesture of peace. "Truce, I beg of you. It's only 1st period."

Lily gave the wrench and unnecessarily hard yank and slammed the hood to the compact silver sports car shut. Wiping her greasy hands on her coveralls, she reached around and started the engine up again. It purred to life easily.

Muttering to herself the whole time, Lily extracted the key, replaced it on the hook and made the call for the spoiled teen to come and pick up his toy from the shop. 'Ungrateful blighter' she thought bitterly. It seemed as though every time she went to work at the shop, she was working on some expensive sports car that some rich kid had pile driven off the side of the road.

It was enough to strike her heart with a jealous anger. Here she was, struggling to help her sick grandmother, keep her siblings fed and the bills paid; and keep enough change in her pocket to take the bus home from work occasionally, and then there were people like the owner of the compact sports car: granted their every wish, but unappreciative of everything they had. The city was filled with spoiled brats who were at this moment, racing their cars, spending their money on a new cell phone every month and complaining when they didn't have the newest fashions first. How was _she_ spending _her_ Saturday? She was in a sweltering auto shop with only her favorite CD for company, sweating off half of her weight and starving when she could be with her family, or even spending the day with James, who probably didn't even know where she was.

James. Her boyfriend. The thought was still completely alien to her. It seemed so unreal. She had a boyfriend…and actual boyfriend…who was James Potter! It was a dream come true almost. So, of course, she was waiting for it to come crashing down on her head, like all good things did. It wouldn't last. She wasn't nearly stupid enough to entertain thoughts that it was even a possibility, but she would enjoy it for the month or so before the novelty of having a girlfriend that was from a whole other world wore off for him.

Not liking the turn her thoughts were taking, Lily frowned and turned up the volume on the CD player, singing along before she popped the hood of a beautiful blue Porsche that refused to start for its owner.

"Where's your play thing?"

James glared over at where Sirius was splayed across his bed with a magazine, biting back a cough. Of all the bleeding times to get sick. "If you're referring to my _girlfriend_, Padfoot, we're not joined at the hip."

Sirius lowered his magazine. "Meaning you don't know where she is. Know what I've noticed?" he asked. James rolled his eyes and climbed into his four poster, ready to go to bed even though it was only 4 in the afternoon. "No Sirius, but I'm sure you're going to tell me."

"I noticed," Sirius went on, ignoring him. "That besides classes, she's never around. She disappears at dinner and no one sees her again until breakfast. She's not even showing up on the Map, so I wonder where she goes. Seems a little weird that that goody two-shoes is sneaking off campus, don't you think?"

"Don't know why you're so worried about it." James muttered, not wanting to show Sirius how much Lily's disappearances bothered him. The first girlfriend that he wanted to spend time with didn't seem to want to spend time with _him_. She didn't even ever tell him what she spent her free time doing. "You don't even like her."

"Right you are, Prongs. However," he paused, but James interrupted him. I don't want to hear it Sirius. If you don't like her, fine, but so help me Merlin, if you continue to talk about her, I'll _knock your bleeding teeth out_."

"Shit, you're pissy today. What the hell's wrong with you? You on your period?"

James coughed and glared. "Shut up." Without another word, he removed his glasses, shut his curtains and pulled the duvet up to his neck. Maybe if he fell asleep he wouldn't feel so bloody awful.

"Lori, have you seen James?" Lily asked as she pulled her parka and gloves off, discarding them on her bed. "I'm not his keeper Lilian. God, you're wearing those horrible overalls again." Lily ignored the comment on her clothes, glad that she'd changed out of her greasy coveralls before returning to school. "I'm going to go find him." She muttered, escaping quickly and shutting the door behind her.

Not even a full minute later she stood before the door to the 6th year boys dormitory, wondering what'd possessed her to go there, pretty sure that she didn't want to see James that bad. Tentatively she knocked, and almost immediately, the door cracked and Sirius poked his head out. "What the hell do you want?" he snapped. "James Potter, tall, dark hair, glasses…you seen him?"

"Let her in Sirius!" James barked hoarsely from inside. Reluctantly, Sirius swung the door forward, admitting her, but exited as soon as she was inside of the room, muttering something about not wanting to be present while James played with his toy.

"Blighter." Lily muttered. James smiled a bit, and waved her over to where he lay, and sat up to greet her. "Long time no see." He teased, pulling her down for a quick kiss. Lily sighed and sat on the bed next to him, dropping her head on his shoulder. It was then that James knew she had to be exhausted; she never instigated contact between them unless she was dead on her feet. "I'm sorry." She said. "I've just been trying to get so much work done."

James pulled her close to his side, having, surprisingly, missed her. "Do you have much more work to do today?" She shook her head. "I'm done for today."

"Good." He lay back on his pillows, pulling her with him. Immediately she stiffened in his arms. "Just lay with me for a bit." He goaded gently, his hands resting innocently on her waist and in her hair. "I know you're tired too. I'll be a perfect gentleman. Promise."

Lily was still stiff as a board atop his chest, not knowing whether or not she wanted to trust him. James sighed, making sure his hands did not stray, and waited patiently for Lily to relax. When minutes passed and she still lay, as if petrified, he tucked his fingers underneath her chin and brought her gaze up to meet his.

"I know you're tired." He said again, coxing gently. "I can see it in your face." She sighed and nodded, but only loosened up the slightest bit. Deciding that he would make her comfortable around him if it was the last thing he did, he leaned down and placed a tender kiss on her lips.

She relaxed into him then, almost instantly, just as he knew she would. Purposely, James kept the kiss short and when they broke apart, he pushed her head down under his chin, pleased that her form fit his so comfortably. He coughed once, and a second later, he was asleep.

Lily smiled softly, her lips still tingling from their kiss. 'This is nice.' She thought, though she made sure to stay awake in case anyone came up the stairs. When she opened her eyes next, it was dark outside and she was the only one in bed. Yawning and rubbing her eyes sleepily, she slowly sat up.

"Ah, Sleeping Beauty awakens."

"I never meant to fall asleep." She told James, who was emerging from the bathroom. "Why didn't you wake me?"

"Didn't want to." He shrugged, crawling back onto the bed. "You looked so tired."

"You don't look so good yourself." She noted, taking in his pale complexion and sluggish movements. "Are you feeling okay?"

"Not really." He dropped his head into her lap and she felt his forehead. "You have a slight fever. Have you eaten?"

"Not today. Haven't felt like it. I don't eat when I'm sick. Don't want to throw up in front of everyone, you know?"

"James, you need to eat, Sweetie." He grinned at the endearment and leaned up to kiss her on the cheek. Smiling at her blush, he placed his head back in her lap. "I'm not hungry." He said firmly. "Not for food anyway." With a roguish grin, he turned his head and bit her lightly on the thigh through her overalls, laughing and making snarling animal noises.

"James!" Lily laughed, squirming. He stopped when his own laughter caused him to choke and start coughing. Still chuckling, he moved up to lie back against his pillows. When he reached out for her, she couldn't help but to smile as she moved back into the circle of his arms. "I'm going to go to sleep now." He muttered.

"Okay." Lily agreed. "I'll go back to my dorm in a bit."

"Not until after I fall asleep, 'kay?" he mumbled, hugging her closer. Lily giggled, nodding. "You're so sweet when you're sick." She teased, ruffling his scruffy hair. "It's adorable."

"Puppies are adorable woman." He informed her. "I am not adorable."

"Yes, you are." But James didn't hear her. He was already asleep again.


	4. Chapter 4

Chapter 4

"At least eat some fruit James. You're going to feel even worse if you don't eat."

"For the last time, I don't want it. Stop nagging me."

"Fine, pass the hell out in the hall for all I care."

Lily got to her feet, leaving her untouched breakfast behind as she headed to back up to the common room. She was damn tired of James snapping at her. If he wanted to be hard headed and get sicker, she'd let him, without anymore argument on her part.

"You probably should have been nicer Prongs." Sirius said, around a piece of toast. "She's only trying to help."

"Since when have you been on her side?" James snarled back. His nasty headache was putting him in a horrible mood. "I'm not." Sirius replied, unfazed by James's attitude. "But if you plan on getting laid, it would help to be a little more pleasant, don't you think?"

"Why am I friends with you?" The bespectacled boy groused, rising out of his seat and walking off. Sirius only laughed. "Why must you antagonize him about Lily every day?" Remus asked, exasperated with the whole ordeal. Sirius grinned doggedly. "It's so fun Moony. And I figure if I keep at it, some of it's got to sink in, sooner or later."

"Did you ever think about the possibility that you could be wrong about her?"

Sirius paused. "Yeah. Once. She's not all bad I guess…it could be worse: she could be dirt poor. But still, you can never be too careful. You forget; she's best friends with The Beast. I don't want to have to deal with him being all PMSish when this one pulls a number on him like the last one."

Remus frowned. "You forget Sirius that 1, I used to be "dirt poor". There's nothing wrong with poor people's character. And 2, she and Lorelei are nothing alike. I think you're just jealous."

James frowned as he entered the common room and spotted Lily sitting in her old seat in the back; secluded from everyone. Still moving rather sluggishly so as not to jar his head too much, he eased onto the couch next to her. "Good morning." He said, attempting to start over and omit their rocky start to the day. She glared at him. "_Now_ you're in the mood to speak civilly?"

"I'm sorry." He groveled, the words foreign on his tongue. Leaning over, he buried his face in her neck and wrapped his arms around her waist. "I hate being sick and feeling weak." He admitted. "It makes me grouchy. I know you were just trying to help and I shouldn't have snapped at you. Forgive me?" He felt her nod her head, and pulled back to see her face. He immediately noticed that her eyes were red. "Shit, I made you cry?" She wiped hastily at her eyes, but he'd already seen. Sitting up, he pulled her to him and tucked her head under his chin. "I'm fine." She muttered, trying to push away from him. He was having none of it.

"Fine people don't cry." He argued. "I'm sorry Lily, really." Sighing, Lily snuggled into his side and stretched her legs out along the couch. "You know," James picked up a piece of her hair and played with it. "Your hair is such an unusual shade of red. Most red-heads are carrot tops, you know? Orange hair. But yours, yours is literally red. I've never seen anybody whose natural hair is a shade or two darker than blood red."

"When I was little, I hated my hair." Lily explained. "It was such a weird color, and people used to ask me how come my parents let me dye my hair when I was so young. When I used to tell them it was my natural hair color they'd say things like 'Oh, that's unusual'. But you know, when you're little, you don't take it to mean 'Oh, that's different', you take it as 'Oh, that's freakish'."

"Exotic, I think, is a better word." James told her, still playing with her hair. "I love your hair."

"I don't" Lily snorted. "It's…too different."

"It's not. Does anyone else in your family have hair this color?"

Lily shook her head. "Nope. The eyes either. Everyone else is blonde or brunette and brown or hazel eyed. My little sister likes it though. She says I look like Christmas."

James smiled as she snuggled even more into him. "Looks like Christmas. I like that." He said. "I don't ever really hear you talk about your family. Tell me about them. How many brothers and sisters do you have?"

"I have an older sister. She doesn't like to claim us though." Lily explained. There was a frown on her face as she thought of Petunia and her refusal to have anything to do with her and their family. "Why not?" James asked. Lily gave a quirky little half smile. "She and Sirius would get along famously. She thinks our um… financial issues are dirty and contagious. She married into a well off family and after that she would have nothing to do with us. She thinks if she comes to visit, we'll ask her for money." She stretched out even more until her head was in his lap.

"Shows how well she knows me." She went on. "I've never asked for help from anyone. We've been doing fine on our own. I mean, sure we don't live like the Potters, the Blacks, or the Lupins, but everyone's fed and there's a roof over our head. We have each other and we're happy. Sadly, she never was though."

James let her talk on, knowing if he wanted to learn about her, he'd do better to let her talk because if he interrupted her, she'd realize she was spilling her guts to him and stop talking. He was beginning to understand how Lily worked. Sirius' heckling was getting to her and she believed that the less James knew about her home life, the better things would be between them. She thought that because of their lifestyle differences, if she let him see into her life he would run scared.

"She was always selfish, wondering why she couldn't do this, or have that. She was ashamed of our family and since she met Vernon and married him she's gone on pretending we never existed. It hurts the children. They think no one likes them and that there's something wrong with them."

"The children?" James asked. He had his hands buried in her hair, rubbing her scalp in small soothing circles. If he could just get her relaxed enough, she wouldn't be so guarded in talking to him. "How many other siblings have you got?"

"Not counting Petunia, I've got 10 brothers and sisters. 12 of us total. That's something isn't it? My mum's not a very good mother. She has us and then dumps us off on my nana. I suppose she doesn't want to be bothered. She doesn't even come to see about Nana, and the poor woman's horribly sick."

"You don't have an easy life do you?" James asked softly, still rubbing circles into her scalp. Lily leaned into his touch, practically asleep. He was making her drowsy. "Hell no." she sighed. "And I know you're pumping me for information." She closed her eyes. "For some reason though, I'm just stupid enough to let you."

"You're not stupid. And neither is telling me about your life. I'm not Sirius, Lily. I don't care about how you live. I mean, I care, but it doesn't matter. You could live in a cardboard box and it wouldn't make a difference."

"A cardboard box eh?" Lily laughed. James smiled. "Well it would make a tiny bit of difference if you lived in a cardboard box. I would put you up somewhere."

"You would not." Lily was suddenly frowning. "Because I wouldn't let you. I don't want anyone's help James, least of all yours."

"If you need it, what choice do you have?" He asked, not understanding why she was being so stubborn on the matter. Lily sighed, frustrated, but continued to let James rub her scalp. "We're getting on just fine thanks. Don't need your help and, no offense, but we don't want it either."

"Lily." James began, not understanding. "Sirius is-"

"What Sirius says to me has nothing to do with it." Lily cut in, eyes flashing angrily as she sat up. "I just don't want your charity."

"Why are you so fucking stubborn?"

"I don't know, why the fuck are you?"

"That's the second time today you've sworn at me woman."

"You swear all the time!"

"I do, but you don't!"

"That's because you drive me to swear!"

The two sat, on opposite ends of the couch now, glaring at each other. Lily was the first to turn away, shifting completely around and giving him her back. James sighed. "Lil. Come on, Baby, don't be like that." He scooted closer and pulled her into his arms. "I don't mean to be such a bastard. I just….I'm nervous around you."

At this, her head popped up, but James pushed her back beneath his chin. "You're not like those other girls I dated." He went on. "I didn't feel about any of them the way I feel about you. Hell, I don't even think I liked many of them. Really, I don't know why I'm telling you this, but I suppose me being sick is making me sappy. The point is: I want this to really work between us. Surely you have to know that? And I don't want to be the cause of your tears, ever."

Lily stared at the ceiling above her bed with her hands crossed beneath her head. Where was this relationship going? It's a question she'd been asking herself for a long while and it was keeping her awake.

Three months. She and James had made it three months; almost four. It was surreal. James Potter was infamous at Hogwarts for dating girls for a month's time max, and here he was in a relationship, with her of all people, that was still going strong at over three months. At least she _thought_ it was going strong. It was hard to tell. With her complicated work schedule, and James' rigorous quidditch practices, whenever they were in the tower at the same time, one or the both of them were sleeping.

Suddenly, all at once, Lily realized that she missed him, and before she'd given herself too much time to think about it, she was up out of her bed, and on her way to the boys' dormitories. She had no idea what she would do when she got here, but she knew she had to see him.

When she reached the door to the 6th year boys' room, she froze. What in the hell was she doing up here? She should just go back to bed. She should…but she knew she wouldn't. Before she could lose her courage, she quietly pushed the door forward.

Merlin did the boys need to clean their room. There were clothes, books, homework, and quidditch things everywhere. She kept telling herself that she should turn and go it was late. Yet, late though it was, she noticed that the four beds were suspiciously empty.

James cracked his neck to get the kinks out as he waited for Sirius to study the map and tell whether or not the coast was clear. "Moony was a bit grouchy tonight, don't you think?" he muttered.

"Understatement of the year." Sirius hissed back, giving the signal to move. "I thought he was going to bite my head off."

"How's your neck Padfoot?" He asked. Sirius lifted his hand to his neck, practically feeling the gashed that had been there an hour earlier. "It's fine. You healed it well. Whoa." He stopped walking, his eyes still trained on the square of parchment in his hand.

"What's wrong?"

"What's Lily doing in our room at 4 am?"

James peered over at the map, just as lost. "Looking for me?" he suggested. Sirius gave him a look. "Miss Goody-goody? At 4 am? Hell she probably knows we're gone, and she's looking for something."

"Didn't you just call her a goody-goody? She wouldn't do that Sirius. And besides, she's not moving. She's probably just waiting for me."

"Then why not wait in the common room?" Sirius asked. "And what is she, your mother now? You have to check in when you go somewhere?"

James rolled his eyes at him as they made their way up to the dormitories. "Shut up Sirius." Secretly, he was just as curious. What the hell was she doing in their room? "Sleeping apparently." He answered himself aloud. For there she was, sleeping peacefully on his bed, with her legs hanging off at the knees.

"How disgustingly sweet." Sirius sneered, pushing past James to get to his bed. James rolled his eyes again. "You're just jealous." Lily looked rather cute there, sleeping on his bed in her cow print pajama pans and small black t-shirt. For once her face was peaceful, erased of all the stress and worry that he knew she normally carried with her.

He found himself not caring why she was in his room, and he for damn sure wasn't going to complain about finding her in his bed. He found himself trusting her and not being able to help it.

'Four months.' He thought, in awe as he changed into pajama pants. 'Damn near four months.' He had no idea where this was going, but he did know, on some level, that he didn't want it to end. With a sigh, he tied the drawstring to his pants and wondered whether or not he should take his beautiful girlfriend back to her own bed.

'After a bitch of a day, I come up to find my gorgeous girl in my nice warm bed. Yeah, let's just send her back.' He thought sarcastically. He wondered briefly whether or not she would be mad at him in the morning, but decided he would deal with it then. She was too inviting lying there.

After turning her so that she was completely on the bed, James crawled in on the other side and shut the hangings. "James." Lily murmured, rolling into his body heat. James covered them both with his blanket, blocking out the chill, and pulling here closer. "I'm here. Go back to sleep Love."

"Mm kay." She mumbled, tucking her head under his chin. "Love you. 'Night." A moment later, she was asleep again. James should have been appalled, really, he should have. If he was any kind of smart, he would end things with her at the next opportunity. Instead he smiled and held her even closer. Even Sirius's mumbling couldn't wipe that smile off his face. Two minutes later, he was asleep too.

Lily was warm. That was the first thing she noticed when she came awake. Damn comfortable too. She shifted, stretching, and then froze. She felt a huge, hard body surrounding hers. When did James get into her bed?

Oh boy…he hadn't. Immediately her face heated, and she knew she was blushing.

"About time you woke up." James' voice whispered in her ear. The feeling of his warm breath against her neck sent a shiver down her spine. Opening her eyes, her gaze was met by his. "I don't even remember why I came in here." She explained hurriedly. "When I noticed you weren't here, I meant to leave, but I sat down and I guess I fell asleep."

James hushed her with a kiss that she felt all the way down to her toes. "I'm not complaining." He told her.

"Even still," she went on, but James kissed her again, slowly, as if he had all the time in the world. Her train out thought went right out of the window. "You ramble when you're nervous." He explained. "Don't be nervous. You came here, we slept. No big deal."

"You can't just command me to not be nervous." She told him.

"You've slept with me in my bed before." He pointed out.

"Yeah, but not for the night."

"The only difference is the time, Lil."

"That's not the point, James."

"You're so cute."

"I-…what?"

James laughed. "Do you remember what you said to me last night?" He trailed a finger from the side of her face down to her collarbone, making her shiver. "I don't even remember being awake." She admitted. He touched her collar bone again. "Stop that." She hissed. He grinned at her. "Why?"

"Because I can't think when you do that."

He touched her neck a third time and her whole body shuddered, surprising them both. James grinned wolfishly. "Lily, I think I've found your spot."

Lily frowned. "My what?"

"Your spot." He was looking at her with a new light in his eyes, like a little kid on Christmas day, and she wasn't too sure she liked it. "Allow me to demonstrate."

"Wait James, what are you- ungh!" Lily made a sound she was quite sure she never made before, as James attacked her neck with his mouth. She squirmed and writhed beneath him, trying to get away, and at the same time, wanting more. James trailed skilled fingers down her arms, pulling them above her head and pinning them to the bed as he nipped and sucked at her neck.

"James." She whined softly. His mouth was awakening new sensations in her, sending them straight to the apex between her thighs, and she didn't know if she was ready for wherever this was going. "James." She tried again.

"What is it?" he murmured against her neck. She worked her mouth to try and tell him that they should stop, but he shifted then, his knee brushing over her center, and an unbearable pressure began there. "Please." She whimpered. Her hips arched as her body fought to rid itself of the foreign feeling.

James lifted his head and held himself above her. "Am I hurting you?" She shook her head 'no', not knowing what to do now that their bodies weren't touching anywhere. 'Get up,' She told herself. 'Get up and go back to your room where you're safe. Come on Lily.' Just what exactly was going on with her body? She'd never had this problem before.

"I'm sorry." He said slowly, watching her face closely. "I'll stop."

"No don't!" she cried out quickly. "Please. I can't-….I just…Please James?" She knew her face had to be bright red. Thankfully, he understood what she was asking for. "You don't understand what it means, do you?" he asked, slight realization and wonder in his voice. "The feeling, I mean." He took his hand and pressed it lightly over the mound between her legs, cupping her so lightly through her pajama pants that she barely felt it. "Right here."

Lily gasped and mewled, her head thrashing against his pillows. James watched her eyes flutter closed and her breath catch as he pressed firmly, and felt heat assault his fingers. "Do you have any idea how sexy you are right now?" he whispered in her ear, pushing again. Lily's hips jerked. James smiled.

"Do you remember what you said to me last night before you went back to sleep?" he asked her again, hand toying with the waistband of her pants. "If you tell me, I'll help you."

Lily moaned softly, overwhelmed. She was ridiculously hot, and the ache she was feeling between her legs was driving her completely crazy. She knew she was wet there, and the thought that James could feel it very nearly overpowered the need to have James help her be rid of these feelings, but she didn't think she could do it herself.

"I don't remember." She told him obediently; anything to have his hands on her again. His hand dipped beneath the elastic of her pajama pants. Lily moved backwards, suddenly frightened, and tried to dislodge his hand.

"Shh." He soothed. "Do you trust me?"

Lily hesitated. To James the seconds of frozen silence seemed endless. Finally, she nodded.

"And do you love me?"

She froze, and James watched her carefully, fingers unmoving. "You said so last night you know?" he rambled on. "Did you mean it?"

"I-" Lily's own intake of air interrupted her words as James slipped his large hand inside of her underwear. She gasped sharply, instinctively bucking when she felt his skin pressed intimately against her most private place. "Tell me" he urged, voice quiet with urgency. "I want to hear you say it."

"I…I…" Lily panted. Her breath came in short, quick, bursts. "Say it." He demanded again. She squealed in slight pain as he pushed a finger into her and whispered. "I love you."

"Louder."

"I love you James."

No sooner than the words were out of her mouth, his lips were covering her as his finger pumped slowly in and out of her. She moaned unintelligibly into his mouth as he nudged her knees apart with one of his to give himself more room to maneuver.

His free hand clenched in her hair and he bit lightly on her bottom lip before he pushed his tongue into her mouth. Lily groaned at the feelings his hand and tongue were causing. Her hips rose off the bed of their own accord and a tight coil of heat that began low in her stomach, curled tighter and tighter.

"Oh God." She cried softly when James broke their kiss, trailing soft kisses across her jaw and down her neck until he reached his destination, and bit down on her pulse point. "Oh God, oh God." James used his thumb to separate her soft folds, searching for the tiny button he knew would be there. He knew Lily was close; he could feel her already tight muscles clenching around his finger and he was impatient to give her her first orgasm. She loved him. He was foul tempered and sometimes he took his bad moods out on her, and she still loved him. It seemed the very least he could do for her in return.

He found the nub between her folds quickly and pushed into it. Her knees tightened around his hips and inwardly, James grinned in pure male satisfaction. He pushed again, harder, and reveled in her loud moans as she came apart beneath him.

Lily frowned at the floor beneath her feet as she made her way down to the Great Hall for lunch. One small hand was gripped lightly in James' large one, and the other twirled and tugged on her hair nervously.

She wasn't watching where she was going, but letting James lead them down the corridors as she contemplated what she had just done; what _they_ had just done. Lily couldn't believe she told him that she loved him. What had possessed her to say that?

She snorted derisively. She knew exactly what had made her admit it. "Something wrong?" James asked, slowing his gait a bit. Lily forced a smile and shook her head. James had never really smiled before. Grinned? Yes. Smirked? Sure. But now he looked downright happy, and she couldn't help noticing how good it looked on him.

She also couldn't help noticing that he didn't say 'I love you' back.

'I knew better.' She groused to herself. 'I knew better…'

"You're doing that thing again." James observed as he led her into the loud Great Hall. "Doing what?" she muttered, still staring at her shoes. "You're doing that thing where you overanalyze and scare yourself with worst-case scenarios. It's about this morning isn't it? Because you won't look me in the eye."

"No." Lily muttered, looking up to meet his gaze. James sighed when she blushed and quickly looked away again. "Woman, I swear." He muttered, sitting down and tugging her down next to him. "I don't understand what the big deal is." He groused.

'Of course you don't.' Lily thought to herself. 'You're used to girls falling all over you and telling you they love you all the time. It doesn't mean anything to you.'

Lily hadn't said another word all throughout breakfast. Even as she walked with James, Sirius, and Remus back towards the common room, she stayed silent. Sirius sighed loudly. "Prongs, what did you do to her?" he asked. James rolled his eyes. "I didn't do anything to her Sirius. Shut up."

"Are you okay Lily?" Remus asked, ignoring the other two boys. Lily nodded. "I'm fine." Upon reaching the common room, she untangled her fingers from James's and headed towards the stairs. "Where are you going?" James called, sounding somewhat irritated. "I have to get ready for work." She called over her shoulder.

James glared at her back for a moment, then growling under his breath, he followed her up the stairs. "What the hell is your problem?" he demanded, slamming the door shut behind him. Lily, who had been in the process of changing her shirt, gasped and whirled around, clutching her shirt to her chest. "I don't have a problem. What are you doing here, and why are you swearing at me?"

"I want to know what's wrong with you." He said. "You've been off ever since this morning."

"I'm fine." She snapped back, green eyes flashing. "Leave so I can change."

"Not until you tell me what's wrong with you. And don't you dare tell me you're fine again."

He sighed in frustration when she remained silent and turned away. "Stop turning your back on me Lily. I'm trying to make this work, but I can't fix anything if I don't know what's wrong. I can't read your mind, so you're going to have to tell me."

'He really is trying.' Lily thought sadly. 'What do I tell him?' She debated with herself for a long while, and when she turned back to James, he was opening the door to leave.

"Wait." She ducked underneath his arm and pushed the door shut again, leaning against the cool wood to block the way out. "I'm sorry." She mumbled, looking at the floor again. James sighed again. "Look at me damn it. I'm not going to hit your or bite you, so stop acting like you're scared of me." He waited until she lifted her gaze to his. "Now tell me what's wrong."

"How…James, how do you feel about me?"

"What?"

"How do you feel about me?" she repeated. Realization hit James like a sack of crushed bricks. "I get it now. Lily…come here."

He grabbed her bare waist and tugged her over to her bed, pulling her down onto his lap. "Pay attention, because this is not something I say, ever. And before you get it in your head that I'm saying anything just to make you feel better, you can ask anyone; I just don't do things like that. I told you this before. With everyone I dated before you, they all asked _me_ out, not the other way around, and I only genuinely liked one or two.

"But you and I are different Lily. I really want this to work. I want _us_ to work. You told me this morning that you love me, and I didn't question it. I want you to show me that same courtesy, because right now I'm telling you that I love you, and I don't know what else to tell you if you doubt that." He reached up to tuck her hair behind her ear, not really surprised to see her eyes tearing up. "You believe me?"

Lily nodded, wrapping her arms around his neck. "I believe you."

"Good." James placed a kiss on her forehead and stood, placing her gently on her feet. "Now go ahead and get dressed. I'm going to walk with you to work. No arguments."


	5. Chapter 5

Chapter 5

James frowned. He was at the bus stop where he normally waited for Lily to get off of the bus after work, but the bus had come and gone twice and she hadn't been on it. Finally he pulled out his mobile and called the restaurant.

Luckily, Brian, Lily's manager, was still there, in the process of closing. "Brian, this is James, Lily's boyfriend. Is she closing tonight?"

"No," Brian's denial brought a deeper look of frustration to the young wizard's face. "Actually Lily got a call about three hours ago. Her grandmother got sick, and was taken to the emergency room, so she left. They're at Mercy I think, so check here."

Lily sat, unfeeling, in the uncomfortable plastic chair in the lobby of the Mercy Emergency Room. She was numb now, to everything. She could no longer smell the sharp clean smell of disinfectant, could no longer hear the doctors and nurses being paged over the sound system and could no longer see the other occupants of the waiting lobby, who were sick, broken and bloody.

She knew she had to get home, knew someone had to be there to look after the children, but she could barely think clearly enough to figure out how to get there. What was she going to do? Nothing would ever be the same. In fact, everything was worse in every way imaginable.

Nana was gone.

The woman who had rescued her and taken her in would no one else would was gone forever, and she wasn't coming back.

"Lily?"

Her head jerked up from where it had been resting against the pristine wall behind her. James was there, kneeling before her, his hands resting on her knees. Immediately she was in his arms and her face was wet with tears of silent grief. "She's gone." She whispered. "Nana's gone."

Lily thought James was wonderful about riding on the grimy bus through the rather shoddy looking neighborhoods with her. Now was hardly a time for her to be worried about him meeting all of her brothers and sisters, or seeing her house. She was just so sad and worn out. For his part, he simply held her in his arms, offering what comfort he could, murmuring quiet reassurances in her ear, even as the bus clamored shakily down the pitted roads.

When the bus pulled to a stop and Lily stood, James followed wordlessly. The neighborhood that they stepped into was dodgy to say the least. There were two working streetlights as far as the eye could see, and the way the flickered and sputtered was less than comforting.

The buildings surrounding them were in various degrees of dysfunction. Windows were broken or boarded up, shady looking characters lounged about, and all over, the sounds of children crying and people arguing were the only sounds to be heard. "Lovely isn't it?" Lily muttered sarcastically. "Come on, it's just up the street."

For her sake, James tried not to stare too hard at their surroundings as they made their way down the dimly lit road towards the cul de sac. Sure, he'd driven past neighborhoods like this one all the time, but he'd never actually stepped foot in one. It was a little unnerving. "Is it safe for you to be walking about like this, alone at night after work?"

She shrugged. "It's safe enough. Most everyone on this street knows me, and I have my wand, should I need it."

"Still." He argued as they came upon a small shack of a structure. "What if someone sneaks up on you, or you forget your wand one day? It isn't safe."

"It's fine." Lily pulled out a set of keys, hesitating briefly before she opened the door. The first thing James noticed as he crossed the threshold, was that there were children everywhere; lots and lots of children, who lay in various positions across the floor and a bed that seemed to be originating inside of a couch.

"Guys." Lily called softly, shutting the door behind her. "What are you still doing up?"

"We were worried about Nana." A cherub of a little boy with curly brown hair told her. James frowned. All of the children were so tiny. It must be a family thing, he realized, because Lily was maybe five foot one, to his six feet. Lily sighed. She was hoping her siblings would have been asleep so she could have time to figure out what to say to them.

"Who's that?" asked another boy, who looked exactly like the first. "This is James." Lily answered. "He's a friend of mine from school." James winced slightly at the "friend". "Cool!" A little girl with bouncy brown hair exclaimed behind a grin that was missing two front teeth. "Is he a witch too?"

"A wizard, yes." She removed her coat and laid it across a nearby chair as James took the time to look over the house. There were two main rooms besides the bathroom: the bedroom which, he assumed, belonged to Lily's grandmother, and the living area which had the couch/bed and television on one end, a dining room set off to the other end, and a tiny kitchen area off to the back side.

Eight of the children looked to be somewhere between 4 and 9 years old, old enough to be talking, yet still very young. On the center of the bed, a baby and a small toddler of one or two years lay sleeping. The older children crowded around him, awed, speaking all at once with their cute lisps and mispronunciations.

"Can you do magic?"

"Can you pull a rabbit out of a hat?"

"Are you my sister's boyfriend?"

"You guys ask too many questions." Lily stated firmly. "And it's too late for you to be awake, especially on a school night. Go to bed, all of you, this instant." Immediately the tiny crowd dispersed, and James didn't blame them for scattering. Lily sounded like a mother.

"But Lily?" the first twin who had spoken piped up. "What happened to Nana?" The girl sighed and sat on the edge of the bed. This was going to be hard.

After eight sets of tears dried up, Lily sat tiredly at the worn dining table and put her head down. "I thought they'd never be able to sleep." She muttered. James came up behind her and rubbed her shoulders gently, wondering what was going to happen now. There was no longer a chaperone to stay and keep watch over the children, and he knew that there was no chance that Lily would even think about leaving them alone.

"I don't know how I'm going to make this work. I'm going to have to-"

"Shh." James hushed her. He already knew what she was going to say, and he didn't want to hear the words. "Just sleep on it. Get a good night's rest and work out everything in the morning. Nothing has to be decided right now."

Lily nodded slowly, leaning back into James' embrace. It was ridiculously late and he should be getting back soon, but she didn't want him to go. However she didn't even know if he was _willing_ to stay with her. Merlin knew he had to be uncomfortable in her cramped home where there was barely enough room to turn around. She'd never bee ashamed of her home before, but having James there, standing amidst the chaos, made her subconscious as all hell.

"Where do you sleep?" His voice cut into her musings as his strong and roughened hands kneaded her tense shoulders. "I normally just grab a blanket and make a pallet on the floor. Why?"

"Well, we could sleep on this chair," he teased. "But you'd get a crick in your back probably, from sleeping in my lap."

She looked up at him, slightly surprised. "You're staying?" He leaned down and kissed her on her forehead. "Of course I am…unless you want me to go."

"No." she said hurriedly, then blushed. "I mean…I just figured you wouldn't want to."

"Well I do." And so Lily changed, and James stripped down to his boxers and t-shirt, and the two cuddled together, wrapped in a large blanket in the corner of room. "You know," He adjusted Lily's pillow beneath his head with one hand as he gently stroked her back over the material of the huge t-shirt she wore with his other. "It's okay to be upset. You _are_ allowed to cry. S'not healthy to keep things bottled up the way you do."

Lily pushed herself up off of his chest so that she could look at him. He lay flat on his back, one hand still stuffed beneath the pillow, as he was prone to do. The muscles in his arms and chest stood out, clearly defined. "I need to be strong for them." She nodded towards where the children lay.

"They're sleeping." James pointed out. "And you don't have to be strong for me." She said not a word, but lowered herself until her head rested, once again, just underneath his chin. One hand traced light patterns on the soft cotton covering the hard planes of his chest and the other lifted to bury deep within the thick strands of his dark hair. "I don't deserve you." She muttered. "I keep thinking I'm going to wake up any second now."

"It's the other way around." He countered. "_I_ don't deserve _you_. But hey, if you're going to be dumb enough to stay with me, I'm not going to question it."

"James Potter, did you just call me stupid?" She asked, a sleepy smile in her voice. He nuzzled the side of her face with his and placed a chaste kiss to her temple and she sighed. Her fingers nestled deeper into his hair, massaging his scalp gently. "That feels good." He muttered, the feeling making him sleepy. James yawned, and Lily knew that she too was about to fall asleep.

The loud undisciplined bawling of a baby woke Lily up around 7 am the next morning. Light shone through the slats of the blinds covering the one window against the far wall, slanting thin stripes of light across the floor. Lily moaned slightly. Wrapped comfortably in James' arms, she did not want to get up.

"What's the matter darling?" she cooed, rising and padding across the floor to lift little Maggie out of her age-worn playpen. "Are you hungry?" Lily held the baby to her chest and patted her bottom gently. "I know honey, I know." She checked her diaper as she moved towards the small kitchenette, bouncing her gently until the crying dulled to a small whimper.

"Alright, we're getting your breakfast Sweetie. I promise. At least the tears have stopped. We don't want you waking the others, eh?" Lily bustled about as she spoke to the infant, setting up a bottle to warm on the stove.

"I know, I know." She crooned again as Maggie began to gnaw on the neck of her shirt. When her bottle was finally ready, Lily settled down on the floor against the wall to feed her.

"You're not having an easy life, are you sweetheart?" she asked. Maggie blinked up at her through big brown eyes. "You were born with horrible stuff in your system, you're neglected, then taken from your mum and thrown in a crowded, tiny little excuse for a house with all these people. Then your Nana leaves and your big sister doesn't know what she's doing. She has to feed 11 mouths, make rent, pay the bills and get everything else you're going to need, all by herself.

She saw a tiny drop of water land on the tiny clenched fist that Maggie was trying to use to grab onto her bottle, and realized that she was crying. "And you didn't ask for any of this mess, did you Love?"

"Neither did you."

Lily gasped. James had been sitting up, watching her. She heard the rustle of blankets, and then he was next to her, pulling her, baby and all, into his lap. "I have to stay here." She muttered, sounding defeated. "I don't have a choice. If I go to school, I can't work as much as I need to. Their future is more important than mine, and I refuse to see them put into foster care."

"Lily." James hugged her close. "Just let me help you."

"No."

"Lily."

"_My_ family is not _your_ responsibility, James."

James sighed. "Maybe not, but I love you, you stubborn woman, and I don't want you to throw your future away and kill yourself working the rest of your life away."

Lily said nothing. She didn't want to throw her future away either, but she had to do what was necessary for her siblings. They came first. "Are you not accepting my help because you don't want to be dependent on me? You have to stop being afraid that I'm going to just walk out on you."

"But what if you do?" She argued, leaning forward to get away from his touch. "What if we break up? Then I'll just have to get used to being on my own again and learn to fend for myself all over again. I can do this on my own."

"At what cost Lily? You're going to just let your pride stand in the way of things being easier for you and your family? Lily if you quit school, any future you have as a witch is out of the window. And without graduating, any job you'll be able to get is going to work you into the ground just to make ends meet."

Lily's shoulders sagged and her head bowed. "What other choice do I have? I have to be here with the younger children while the older ones go to school. Someone has to do it, and I'm the only one they've got. My mind's made up. I'm quitting. I have to."

James wanted to yell out his protest. He wanted to pick her up and carry her away from all this sadness and heavy responsibility. His girlfriend was a grown mother of 10, trapped in the body of a teenager. Just looking around the house, he could tell that Lily did without everything most other teenage girls their age had, so that her siblings would have as much as possible.

The refrigerator was stuffed full, and there were blankets and pillows all over the living room. A small collection of toys lay compiled in a brightly colored box in a corner. They were old, simple toys, but they were toys. Everything was old, but clean and well taken care of. The children all had clean clothes and shoes, and there was even a small television with a few children's movies stacked beside it. Somehow James knew that Lily had been responsible for every single bit of it.

He noticed that she owned not one single book, though he knew she loved to read. Even her school books were borrowed from the school. She owned not a solitary piece of jewelry. Her ears weren't even pierced. With the exception of her school uniform, her second hand wardrobe consisted of 4 pairs of jeans, and a small cache of t-shirts. It bothered him to know end that she owned three pairs of shoes: her boots, her trainers and the flats that she wore for school and work. It simply wasn't normal for females to own so few amount of shoes that he could count each individual shoe and still have 4 fingers left to count with.

It was a travesty, and he found himself wanting to spoil her desperately. He would start little of course, because he knew how she was, then slowly but surely, he would give her everything she should rightfully have.

"Liwy?" James and Lily looked up to see one of the twins, Bethany, standing before her, rubbing her eyes. "I'm hungwy." Lily sighed and got to her feet. "Alright Sweetie, I'm coming. Go and wake the others and tell everyone to wash up." Bethany scurried off and Lily ran her hand through her hair tiredly.

"You need to rest." James told her. She yawned. "After breakfast, I'll try to find time to lie down." James frowned, but short of cooking breakfast himself, which wasn't good if the house was to remain intact, there wasn't a whole lot he could do. He held out his hands for Maggie. "Give me the baby." Lily game him a dubious look.

"What?" he asked, insulted. "You can't cook with a baby in your arms, can you?"

"No," she admitted slowly. "I suppose not." She bent to carefully place the baby in his arms, and he held her like he'd seen her doing. "Keep your arm under her head for support. Do you even like kids?"

James' eyes were glued to the baby as Lily started pulling breakfast components out of cupboards. "Um…I'm rather indifferent towards them I suppose. I mean, I don't want any." Even as he said the words, he suspected that that wasn't entirely true. He wouldn't mind having one if they were well behaved. And this one was kinda cute.

"You don't want kids?" Lily asked him, watching with a guarded expression. James knew that look. "Not right now." He amended, trying to do damage control. "We're 6th years, you know? Not…uh saying that you'd, uh…we'd have a baby right now or anything, but I'm going to be trying to get my life together, and babies take a lot of time and work. You want kids?"

Lily nodded, turning away from him to face the stove. "I've always wanted children. I mean, having all these brothers and sisters is great, but I want kids of my own. That's kind of stupid, huh? As hard as it is for me right now, what would I do with kids of my own?" She chuckled nervously, and James wanted to kick himself. Not liking that which she wanted most wasn't exactly a good way to get her to stick around for the long run.

He pushed carefully to his feet and sat the baby down in her playpen. Then he walked right up on her until she'd begun to back away. When she'd backed into the tiny crevice of a space between the counter and the refrigerator, he pushed her against the wall with his body. "I wouldn't mind you having my baby." He told her in a hot whisper, brushing her hair aside and biting gently on her neck. "He or she'd be kind of cute. A little bit of me." He nipped softly again. "A little bit of you." And again. "And the actual creation process would _definitely_ be fun, don't you think?"

"Stop that." Lily moaned when James' hand slipped up the bottom of her shirt, resting on her waist. "You're just trying to distract me. You already said you didn't want children."

"I said I didn't want children anytime _soon_. You don't want to be pregnant at Hogwarts, do you?"

She tilted her head and smirked at him. "Who said I was to have _your_ children?"

He stared at her with eyes widened in surprise. "I can't believe you just said that. I ought to…I really can't believe you just said that."

"Aw, baby, I was just kidding." Lily giggled, and leaned up to kiss him on the cheek.

"That isn't funny Lily…"


	6. Chapter 6

Chapter 6

"A baby already Evans? That was quick."

Lily rolled her eyes at the Hufflepuff girl. "Shut up idiot." For some reason, James was still in a foul mood, and that put Lily in a foul mood. He'd spoken only stiffly as Lily had cooked and got the children dressed for the day, even when she formally introduced him to her siblings.

And now as she walked through the corridors with Maggie in her arms, he was still stony faced and silent. She gave the password and walked wordlessly up to the Headmaster's office.

"Miss Evans," the professor greeted her warmly. "Mr. Potter. Whose charming child is this?"

"Professor," Lily began nervously. This was not going to be easy. "This is my sister Maggie. She's uh…part of the reason I'm here to talk to you."

The sage old headmaster nodded and motioned for the two teenagers to take a seat. "I presume this has to do with your grandmother?" Lily nodded stiffly, trying to settle Maggie in her lap, but the baby was becoming fidgety, reaching for pieces of Lily's clothing and hair to put in her mouth.

"The thing is, Professor," she began. "Is that my grandmother has passed away, and I have 10 younger siblings to watch out for. There's no way I can do that and go to school all at the same time."

A muscle in James' jaw ticked, and Dumbledore nodded again. "I see. Is there no family who could take these children into their care?"

Lily shook her head. "There's my older sister, but…and my mother she…" she took a deep steadying breath. "No sir. No one else can take them."

She noticed James' hand clenching and unclenching on his armrest. The headmaster watched them for a bit, looking thoughtful. "I'm afraid, Miss Evans, that the best solution might be an orphanage. I can help to make sure that they all stay toge-"

"No!" Lily protested vehemently, rising to her feet. Maggie began to fuss. "That's not an option sir." She said. "These children have been through so much already! You don't understand."

"Help me understand." He replied simply. Lily began to pace, supporting Maggie with one arm, and agitating her hair with her free hand. "All of my family…my sisters and brothers and I…we were each left on my grandmother's doorstep so to speak, when my mother didn't want us anymore. I…" she stopped herself. She would not tell. "I wont uproot them again. I wont." Her voice was steely, firm, more confident than she felt. "They stay with me."

James' jaw ticked again as Dumbledore spoke to her. "You can't expect to be able to go to school and support 10 children."

Lily sighed and turned her gaze upon the corner of the room. "I know that."

"I can't believe you dropped out."

James hadn't spoken to her all day, and the first thing he said to her, in front of his friends no less, was 'I can't believe you dropped out'.

Lily glared at him as Remus and Sirius gaped at him. "You dropped out?"

"I did not drop out." She ground out. "I'm going to be home schooled through correspondence."

"Why?" Remus wanted to know. "Because I have to take care of my family." She answered.

"Let me guess." Sirius rolled his eyes. "James is going to 'help you' eh? Typical."

Lily had finally had enough. She was thankful that she had placed a silencing charm around the couch where Maggie rested behind her.

"Not all of us are spoiled brats who get whatever they want when they snap their fingers, Sirius. Some of us have to work for what we want. I don't want my family to starve so I bust my ass working all hours of the day and night to make sure I can get us what we need.

But you wouldn't know anything about that because you haven't worked a day in your life."

"Shut up, Evans." Sirius glared at her. "You don't know shit."

"Don't I? I know the only reason you pass is because you copy off of Remus and James and you get all those _stupid_ girls to do your homework for you. Then you go to dinner and sit on your lazy ass for the rest of the day. Why you give a shit about other people's problems? Your future is set.

I have 10 children I have to take care of, Sirius. TEN. I can't just brush off the responsibility. I can't just run off and hope someone will take them in. You think I WANT to give up my future to do 15 plus hours of hard labor only to come home and cook and clean for 10 children? But that's what decent people do, Black. Sometimes they have to sacrifice for the ones they love."

"The thing about being human," Sirius spat viciously, standing. "Is that we all have free will. No one put a wand to your mother's head and made her create 10 bleeding children, probably whoring around, and no one says you have to pick up her slack and take care of the little bastards."

The loud thwack of a hand connecting with the soft skin of someone's cheek resonated off the walls and into the dead silence of the common room.

Lily stood before Sirius, breathing harshly, her eyes spitting flames. The other two boys stared in shock at the red side of Sirius' face. "You make me sick." She hissed.

Turning, before the tears in her eyes were noticed by the others, Lily picked up Maggie and escaped upstairs to her dormitory. Two hours later, she was still fuming. She'd pretty much ignored James as he sat on her bed watching over Maggie while she finished tossing her belongings into her trunk, She was the kind of angry that made James wary of her. She slammed things and muttered curses, the ticked expression never leaving her face for a second.

When she tucked the last of her school books in her trunk, she turned towards the bed and was shocked but the sight that met her there. James lay on his back with his legs hanging off the bed, bent at the knees. Maggie rested on his broad chest, sound asleep again.

For the first time all day, Lily found herself smiling. Until the moment was ruined. "Hmm. Your baby Lily? Or perhaps James' leftovers from one of his little….trysts?" Lily and James both turned to see Lorelei standing in the doorway. James rolled his eyes. "My sister." Lily answered dejectedly. "Not that it's any of your business." James cut in. Lorelei winked at him. "So why's the kid here? Never mind that, I don't really care. I just need to grab my cloak, so be dolls and wait until I'm gone before you're all over each other, yeah?"

Lily rolled her eyes and James glared at the girls departing back. "I hate that girl." He muttered, sitting up and resting Maggie on top of Lily's pillow. "I just don't see why you two can't be friends." Lily said. "Or at the very least, ignore each other."

James grabbed her wrist and pulled her onto lap." I wish you didn't have to go." He said softly, ignoring her comment about he and Lorelei's relationship. "But I understand why you have to."

Lily nodded once, pulling her feet onto the bed and curling around her boyfriend. "Dumbledore said that he could send me my lessons, but it's probably not going to do any good towards passing my NEWTs next year."

"Are you absolutely sure your sister can't help to look after your other siblings? You're going to be completely giving up your future here Lils."

"There's no other way."

James nodded solemnly. There had to be something he could do to help. It was no use though. Even if he could figure something out, she wouldn't accept his help. They both knew that. "I'm going to work full time." Lily explained. "And finish my engine design. Then I'm going to sell the truck when I finish it, and use the money to patent the engine design and-"

"Patent?" James asked. "It's when you-…It's a legal thing that says other people can't use the name or design of something you've invented." Lily explained. "So I'm going to apply for one of those, and then maybe I can sell it, and use the money from that and the truck to buy a house. A real, decent sized one."

"That's great Lily." James hugged her tiny body to him. "That's really awesome." Lily smiled wistfully. "See? So things wont be so bad. I'm ahead in my studies for now, and when I'm not working I can finish my engine and put it in the truck. 2 weeks, 3 weeks tops."

James looked down at her, surprised. "Really? So soo-" A knock on the door interrupted, and both teens sighed. "It's open." Lily called, sliding off of James' lap. When Sirius walked in, she glared.

"Get out."

"No." he said. Her glare intensified. "Excuse me?" Sirius sighed. "I'm trying to apologize, so shut up and let me do it." When she continued to glare, he sighed again. "Look," he began. "I shouldn't have said what I said. I feel kinda bad and Moony's been yelling at me about it ever since. And he's right. So…I'm sorry okay?" He turned and left before Lily could get a word in edge wise.

The red head simply sighed and picked up her little sister. There was no use being mad about stuff that was true to some extent anyways.

3 days into the new week, and Lily was miserable and exhausted. She worked full days, came home and picked up the children from the neighbors, then cooked, did homework, and worked on her engine. It was 4 am before she made it to bed most days, and 6 am when she got up to go to work at the body shop until 4, then the restaurant at 5. starting the circle all over again.

On Saturday, James dropped by to help Lily with the practical part of their lessons for the week, and found her practically dead on her feet. "James!" the children shrieked for him as he was let into the tiny house. He grinned as Danielle, one of the triplets, toddled over to him and raised her arms to him, begging to be picked up.

He swept the little girl up into his arms, and leaned over to kiss his girlfriend on the cheek. "I've missed you." He greeted. Lily smiled. "Hi James." Her voice as soft and weak sounding, tired. He frowned. "You've been working too hard." He let Danielle don and turned Lily's face towards his. "You look horrible."

"You're so sweet." She replied dryly, returning to the tiny kitchenette where she was working on dinner. "I'm sorry babe," he amended. "But it's the truth. You don't look so well." Lily sighed and kissed him on his cheek before she turned back to the stove. "I don't feel so well." She admitted. "I'm so tired."

James placed a gentle hand on the back of her neck. "And you're tense. You should go to sleep for a bit, and later we can go over your lessons." She was too tired to even contemplate arguing. "A nap sounds good." He nodded and without another word, began to help her set the children up with their dinner. When the last child was on the floor in front of the small television, James sat down in the corner of the couch and cradled Lily in his arms. Within minutes, she was asleep, leaving him to watch over her brothers and sisters.

Not a single child paid him even the slightest bit of attention. 9 pairs of eyes were trained on the television, watching some children's movie, and Maggie lay in her play pen sleeping safe and sound.

If his mother could see him now, he though, sort of amused by the entire situation. He was on an old couch, in a really, rather shoddy neighborhood, with his girlfriend and 10 children. His uptight high class mother would probably faint or have an aneurism the moment she had a good look at the size of the house alone.

He really would have to take Lily to meet his parents soon so that the three of them could begin to get used to each other. His dad would love Lily easily. But his mother…his mother would probably, no, definitely, need a bit of talking to, and some time, but there was really no getting around that. Lily was already used to dealing with stubborn people and he would prepare her. Then everything would be fine.

"I can't believe you talked me into this." Lily fought, trying to tug her hand out of his. James smiled, his grip firm. "Come on Lil, it won't be that bad."

Lily looked around the huge entrance hall, feeling extremely out of place and still trying to tug her hand free of James'. "They're going to hate me." She hissed. "No they won't. Will you sit still?"

She was beyond nervous. She'd gotten up early and cleaned and sent her siblings off to friends' houses for the day, and then took extreme care with her appearance. She should have straightened her hair though. She'd left her hair curly because James liked it that way, but now the curls just looked wild to her.

"Your hair is fine." He told her, tugging away the hand that was trying to flatten her hair now. "Leave it alone." Easy for him to say. He looked gorgeous, same as always, and she looked-

"James?"

Damn, she hadn't even heard anyone coming. "Mother," James greeted, and went dutifully to kiss his mother's cheek. Lily stood, frozen to the spot. Oh hell. Oh bloody hell. It was the dark haired French woman that she'd seen often at the restaurant.

When she turned those gray eyes on her, Lily turned ice cold. "You must be Lily."

Lily swallowed, her throat suddenly dry, and nodded. "Yes ma'am. Lily Evans." Gray eyes narrowed again. "You're muggle born." She stated simply. "You look familiar." Lily gulped again and those eyes narrowed further. She wished the floor would just open up beneath her feet and swallow her whole.

"Ah! James, you're here!"

Lily had the feeling that if James took an aging potion, he would be identical to the man now standing before her, except with blue eyes, instead of brown. "Dad!" The two large men attacked each other, each engulfing the other in a huge laughing, grappling bear hug.

"How've you been son? Is this the girl you've been writing about?" James beamed and pulled his father over to where Lily was fidgeting. "Dad, this is Lily. Lily, this is Andrew Potter, my dad."

"Lovely to meet you." Andrew swept up Lily's hand and placed a gentle kiss to the back of the pale flesh. "Nice to meet you too sir."

"No, no dear." He smiled kindly at her, so much like James that she relaxed some. "Call me Andy. You are practically family, eh? According to this one." Her face flushed a dull red and James smiled, thinking it was quite cute.

"That's a hasty statement Andrew. Annalyse stated, and Lily felt her nervousness return. This was going to be a long visit. "Don't be so frigid Annie." Andrew teased, grinning at his wife. "I like her. Come, come, have a seat." He led them all into a grand sitting room, and Lily tried hard not to gape at the lavishness surrounding her.

"You have a gorgeous home." She expressed, trying not to sound simple. Andrew beamed at her. "Thank you! Annie did it all. James and I are no good at that type of thing, you know? Girl stuff." He added in a conspicuous whisper. Lily couldn't help but to smile back. Annalyse sat silently beside her husband and said nothing.

"So," Andrew waved his wand and sweets and teas appeared on the coffee table before them. "I'm curious. You're a prefect, yes?"

"Yes sir." Lily agreed. "Lily's 1st in the class." James bragged. "She's got practically perfect marks."

Andrew's eyebrows rose. He whistled low. "Beauty AND brains. Impressive. You should hold on to this one James."

The boy grinned at his father and said "That's the plan, Dad."

"So…Lily, is it?" Annalyse asked. "Is that short for anything?"

"Um," Lily tucked a stray curl back into place. "My name is Lilialana." Annalyse nodded politely. "Pretty. You have a slight accent that I can not place. Where-"

"Inconsequential, I assure you." Andrew interrupted. "Where you're from isn't important, after all." Though it sounded more like a warning to Annalyse than a comment to Lily. "Do you have any hobbies, Love? I can't imagine that you simply sit around all day,"

Lily hesitated to answer, not wanting to make Mrs. Potter dislike her even more than she apparently already did. "Lily's designing and building her own engine." James cut in again. Lily winced. Suddenly her hobby seemed that much more unladylike.

Andrew simply stared at her. "You know cars?" She nodded, avoiding all the Potters' gazes. Andrew looked as if Christmas had come months ahead of schedule. "This is wonderful!" Annalyse had no words. With a woebegone, disapproving shake of her head, she gracefully made her exit from the room.

"Never mind her." James explained. "Yes, quite." His father agreed. "James had never brought a girl home before, so she's determined to be mule headed about the whole ordeal."

"She's like that with everyone really." James assured. "Give her time, she'll come around." Lily nodded, seriously doubting it. "Hey, I have an idea. Dad, why don't you show Lily that hunk of garbage you tried to have restored. I bet you she could fix it."

Andrew glared at his son. "My '66 Shelby is NOT garbage, as you so eloquently stated."

"I'm sure your dad doesn't want me poking around in his car."

"Nonsense." Mr. Potter interjected before James could speak. "But not now. Another time, when you aren't dressed so nicely, yeah? Blasted think likes to spit oil at me. Good then. Knowing my son, I expect he's ravenous, as usual. Shall we collect the little woman and have lunch?"

Lily had mixed feelings about the day she spent with the Potters. James had wonderful, as always, and so had his father. But his mother had been no less than frigid towards her, all day.

Lunch had been quite the debacle. The house elves had prepared a wonderful mean that they had eaten out on one of the terraces, since it had been such a lovely day. Mr. Potter and James had both kept Lily included in all the conversation, asking her opinion and the like, while Mrs. Potter had talked around her and never acknowledged a word that she'd said.

The woman, quite clearly, hated her, and she had no idea what to do about it.

"Your mother hates. Me." Lily said matter-of-factly, staring out of the window as James drove her home. "But my dad love you." He assured. Never one to mix words, he didn't even try to deny the fact that his mother didn't like her. Lily sighed and snuggled down into her seat. James frowned. He could tell that his mother's attitude hurt her. She couldn't stand to have people dislike her.

"Babe," he began. "Listen to me. She doesn't like anyone, ever, at first. That's just how she is. She'll warm up to you, so don't let it bother you."

"Your dad seems really interested in what I do." She wanted to change the subject, and he let her. "He loves cars." He agreed. "And it excites the hell out of him that you're so into them. I like them, but I never could get into the older ones, so me and him could never really 'talk cars' you know?"

Lily smiled. "Yeah. I've never really had anyone I could talk to about cars. Its fun."

James smirked at her. "He was serious about coming by tomorrow to have a look at that engine."

She stopped smiling. Maybe she could bring the engine by the shop so he wouldn't have to come by the house. No, that wouldn't work. Damn. "You worry too much." James told her, bringing her hand up to his mouth and placing a light kiss across her knuckles. She melted into her seat with a sigh. "And you," she said "are too charming for your own good."

"You love me." He teased. "You love me too." She teased back with a smile. He grinned at her. "Yeah, unfortunately." When he pulled to a stop at the red light, he leaned over and kissed her fully until it was green again. "I've been dying to do that all day."

"Hmm." Lily smiled again and went back to watching the scenery pass by outside of the passenger window, kind of glad that it was an hour long drive from his house to hers. "Fuel stop." He murmured, pulling into an almost empty service station. "Back in a moment."

Lily nodded, half listening, and lost in her own thoughts. She had met his parents. It all sounded so…official. A tiny part of her was still in slight disbelief. She still half expected to wake up and find that this had all been just a dream.

But she knew it was real. He was with her. He _loved_ her. And hopefully, he would continue to do so for a long-

She gasped, startled out of her musings by the hand unfastening her seatbelt. "You scared me." She said softly as the two hands turned her and pulled her forward until James was standing comfortably between her thighs, her legs spread wide to accommodate his great width.

"Something bothering you?" he asked, tilting her face towards him. "No," she replied. "Just thinking."

"Good." A second later, his lips found hers. His fingers slipped under her bottom, gripping her, pulling her closer. "I want you so bad." He grumbled. She nibbled on his bottom lip in answer and he groaned. As always, as soon as she was in his arms, her body ignited.

"James. She gasped in his ear as his moth played down the side of her neck. "We're outside."

"Shit."

He hated pulling away from her. "How long are your brothers and sisters going to be out?"

"The night." Lily answered, body still tingling. "But I have to pick up Maggie tonight."

"Good." He murmured, biting down on her neck, loving how she shuddered in his arms when he did. "Because I want the chance to kiss you properly…everywhere."

She gasped, and the tingling zeroed in on one spot, in the 'V' of her legs. Since she couldn't close her legs, she squirmed against him, trying to get _some_ kind of pressure to alleviate the feeling. "Fuck, Lily." He gasped, pulling her closer by her hips. She could feel the hard length of him pressed against her center, and her eyes fluttered closed for a moment.

"Come on." He said softly. "Let's get you home so I can put that look on your face 50 times over." He gave her one last kiss, and the helped her right herself in her sear. The next 20 minutes to her house were silent ones.

James smirked, watching Lily shift in her seat the entire way back. He waited patiently as Lily picked up a sleeping Maggie from the neighbor. He even tucked the infant into her playpen and helped Lily lock up, but the second he heard the click of the deadbolt, he had her turned around and pinned to the door.

"James!" she squeaked. He grinned down at her, a mischievous look in his eye. In one swift move, he ducked down and lifted her up against the wood until her hips were pressed into his. She gave him a shy smile and adjusted her long legs, wrapping them around his waist.

"That's torture, you know." He groaned into her neck. Lily smiled and buried her hands into the thick dark strands of his hair. "You complaining?" she teased. "I can get down."

"No you don't." He said, hitching her up so that he could press her more firmly into the wood. "I want you to stay right-" he thrust his pelvis into hers. "-here." Her hands gripped his shirt tightly and her head dropped heavily onto his chest. He could feel her breath quickening.

"Hey. Are you okay?" He thought he might be being too forceful with her. She nodded. "Are you sure?" Another nod as her legs tightened around him. "Good. Not so playful now, eh?"

"Are you gonna keep talking?" Lily shot back. "'Cause there are other things you could be doing with that mouth of yours."

"Hm." James smiled and pressed his lips to hers. "I like the way you think." Lily bit down on his bottom lip and smirked. "I'm not at the top of the class for no good reason." Her mouth trailed over to nip sensually on his ear lobe.

"And I do so- God that feels good- have this thing for girls with brains." His large fingers traveled quickly over the tiny buttons of her blouse, undoing them with great ease, before Lily even though to muster up much of a protest. He nibbled and suckled on the side of her neck, purposely driving her to distraction so that she didn't notice he was removing her shirt until she felt his mouth start down her chest.

"What are you doing?" She breathed as he pressed hot kisses on her collar bone. "Kissing you everywhere." He answered between kissed. "Just like I promised." He leaned back for a second, taking in the sight before him. Her breasts, right in his face, heaved so hard they threatened to spill out of the thinning plain white bra that she wore.

Her hands and arms moved into his line of sight, crossing over her chest and blocking his view. He left them there. If she was more comfortable hiding from him, then he'd let her. For now.

Gently, he grasped her chin, lifting her head until her gaze met his. He saw love in her eyes. And the slightest hint of fear.

He dropped his head onto her shoulder with a loaded sigh. "Just say the word," he said. "And we'll stop." Lily raised a caressing hand to the side of his neck.

"I…I don't want to stop. Not yet."


	7. Chapter 7

Chapter 7 (finally)

James groaned. She was going to kill him.

His tiny, virgin girlfriend was going to kill him.

"You're sure?" he asked her, voice ragged. He was giving her yet another chance to change her mind. He would make himself stop if that was what she wanted. It might very well kill him, but he would do it. If they went much further though, he didn't know if he would be able to. He'd never wanted anything or anyone as badly as he wanted the red head he was pinning to the wall, and it was driving him mad.

"Positive." Her voice was breathless, and the sound tugged right at James' groin. Slowly, gently, he peeled her arms away from her chest and held them against the wall on either side of her head. Lily closed her eyes and took a deep breath.

She was terrified, and he knew it.

'Slowly,' he told himself. 'Go slowly. Start with what she's comfortable with.'

"Lily," he murmured, his voice a silky caress. "Open your eyes Baby. Look at me."

Hesitantly, she did as he asked.

"I love you." He said a moment before his lips touched hers. He felt relief as she wrapped her arms around his neck and held him close. He did want this, and badly, but he refused to do this if she wasn't comfortable.

His lips trailed from hers to her chin, and down to her neck. "I want you," he whispered hotly. He placed hot wet kisses on the skin of her throat, grinning and sucking lightly when Lily moaned.

"I love it when you make those sounds." His words, muffled against her flesh. Lily was breathing harder now, panting as his touch rendered her pliant in his strong arms. He suckled harder and she felt her knees give way, but he supported her weight easily; barely shifting to lift her up off of the floor.

"It's my goal," James said, as he switched to the other side of her neck, "to make you make them as often as possible."

"James!" she gasped when he suddenly hoisted her up higher, wrapping her legs loosely around his waist. He pulled back, grinning cheekily at her. He simply stared at her for a moment and his smile softened.

"You okay?" he asked. Lily nodded once, shyly, and James thought it was so cute. She lifted one small hand and delicately brushed a stray lock of hair away from his forehead. His eyes drifted closed and he leaned into her touch. She smiled again and brought her free hand up to lightly caress his cheek.

It was bloody poetic, what he felt just then. He opened his eyes and stared at her again. She was gorgeous there in the darkness, looking at him with such love and trust in her eyes, alongside the shy nervousness.

He couldn't help feeling that she deserved better.

"Do you mind," he began slowly "if we do this another time?" Her eyes widened slightly in surprise, but she nodded. He watched then, as an uncertain and hurt expression overtook her features. She'd thought she'd done something wrong.

Couldn't have that.

She grunted, half in surprise, and half due to the force in which her back was shoved back, and James began kissing her with everything he had.

Her body was pinned between his and the wall, and his freed hands burrowed deep into her thick red hair as he kissed her with so much passion that she couldn't fight the moan that ripped itself ruggedly from her throat.

James didn't want to scare her, but at this point, he couldn't much help himself. Besides, she didn't much seem afraid to him at the moment. Lily couldn't describe the feeling she got from James' hand tugging on her hair as his other reached down to grab the flesh of her behind, pulling her to him as closely as possible.

He pulled away finally when he heard her let out a long, slow, mewl, as she arched her body into his. He laid his head in the crook of her neck and simply held her, one hand still under her bum, the other cupped lightly over her breast.

"Believe me." He ground out "It's not because I don't want you. But you deserve better than some random shag against a wall, or on a couch. You do see that that's where this is going, don't you? I don't want that for your first time. For _our_ first time."

Lily said nothing. She merely wrapped her arms around her boyfriend and held him, awed. He was the loveliest, most considerate…. She gasped and squirmed, feeling a sudden shifting in the bulge pressed in between her legs.

"Sorry." James muttered. He kissed her in chastely in the hollow of her throat, but didn't move away from her.

"Hm." Lily sounded a little amazed, even as her fingers ran lightly through James's hair.

"Whas' matter?"

"It…uh…it moved."

James chuckled and she felt it in every place their bodies touched. "It does that sometimes when I'm….turned on." He explained. Lily looked at him curiously. He finally drew back from the wall and walked with her still in his arms, over to the couch, where he sat, with her straddling his lap. "What's wrong?" He asked as she continued to stare at him. "Why are you looking at me like that?"

She tilted her head a bit. "I was just wondering… Does…does it hurt when it's that way?"

James wanted badly to laugh at the way she kept calling his penis 'It', but he didn't want to hurt her feelings. Besides, it _was_ starting to hurt a bit. "Not really," he answered "but it's starting to."

"Oh!" She moved to scramble off his lap. "Do you want me to move?"

"No, no, no, no." He grabbed for her. "You don't have to." And so she scooted forward again, settling herself very carefully. "You're not going to hurt me." He told her, but she didn't look reassured. In an attempt to show her that it really was alright, he lifted her up and set her back down on his erection.

"Bloody hell." He groaned, head thrown back.

"I _am_ hurting you!" Lily gasped. She tried to get up, but James held her in place. He didn't want her to be afraid to touch him. "You're not hurting me." He said again. "Far from it."

"You….you like it?" she questioned, shifting her hips a bit, curiously. "Like when you had your fingers-"

"Like when I fingered you in my bed until you came?" James asked, grinning roguishly as her face turned red, even in the dim light. "Don't know if feels quite the same, but close enough, I suppose." She shifted again. "And yes," he continued. "I like it. A lot. It feels good Lil."

"It felt good too," she whispered shyly. "what you did that day. I want to make you feel good too." She moved again, more of a deep grind this time, and James' head fell back against the couch once more.

"You do make me feel good." He half moaned. His hands slipped back over her bra without his permission and squeezed, his eyes closed. "But woman, I swear if you don't stop grinding on my dick, I'm going to fuck you stupid."

Her gasp was loud in the sudden silence as he realized what he had just said. She froze immediately, and he winced, knowing, just _knowing_, that he'd probably just said something horribly wrong and frightened her half to death, if not disgusted her.

He peeked, opening one eye slowly, and then the other. Then it was his turn to freeze. She was looking at him with the sexiest expression that he'd ever seen on her face; second of course to the expression he'd lovingly labeled her "cum face".

"Shit." He breathed in awe. Her chest heaved beneath his hands, as she stared, mouth slightly open, eyes wide and smoldering. Unless he was delusional, he swore he felt a rush of warmth where she sat on top him. He didn't know when she'd moved but he found her fingers clinched tightly in his hair, tugging as she ground roughly into him.

Suddenly he grinned wide. "I can't believe this! You like it when I talk dirty to you, don't you?"

"I- uh…" Lily ducked her head, embarrassed.

"Oh no you don't." He said when she tried to roll to the side, off of his lap, "Look at me damn it." thrusting his hips upward for good measure. She mewled again, and he grinned once more, an expression of utter male satisfaction. "Merlin, you're so fucking sexy." She met his gaze, a little shocked and more than a little turned on still. "Tell me Lily-" he undid the button to her trousers and slipped a hand down into her knickers, both of them hissing as his fingers found purchase in her hot weeping flesh. "-did you like hearing me tell you I'm going to fuck you stupid? Huh?"

Her legs quivered; a rush of more hot fluid coated his fingers. "Merlin, fuck Lil!" Her head snapped up at his violent curse. "You were already so fucking wet." His other hand tunneled into her hair when she apologized and started to back away. "No, no Baby. That's a good thing. Damn but that's a really good thing." He slipped a finger inside of her and immediately started to pump.

She whimpered, arching, aching to get some relief. "Please James." She pleaded. "Please."

"Please what?" He demanded, turning and pressing until he loomed over her on the couch. Lily wrapped her legs around James' back, squeezing, pressing closer. He'd done this to her, pushed her body until she couldn't take it anymore. "I need you." She whispered. "It's so much stronger than last time. I….I want you James."

"I'm going to help you baby." He assured her. "Just like last time."

"No." She stilled his hand and looked straight into his eyes, "I want you. She said again, slowly this time, hoping he would get the meaning she laced into her words so that she wouldn't have to repeat the sentiment. She found herself embarrassed enough as it is, like she was asking him to have sex with her when he already said that he wouldn't tonight. But she did want him, badly. "Please." She added again. Life was short, and who knew what would happen with hers next. She wanted him now, and if he wanted her, she would have him. Here and now.

"You're sure?" He asked, his hand stilling for a moment. She nodded, rather frantically, she thought. "I'm sure. Please James."

"Stop saying please. As sexy as it is, you don't have to beg me Lil. I just want to be sure you really want this. But don't beg. I will be more than happy to give you all the sex you want, anytime you want it." His voice was cocky now, amused. "But I just have to add that, you, woman, are a dream come true. A bloody dream."

****

"Get rid of her."

James dropped his keys on his dresser and groaned at the sight of his mother sitting on his bed, and glared at her. "No."

For the love of Merlin, he'd only just walked through the bloody door. He'd spent the entire night with Lily, and now here was his mother, ruining his morning.

"James." She stepped away from his bed. "She's not good enough for you. She's muggle born, she's poor, and for Merlin's sake, she's not even ladylike! She plays with cars! How would I introduce her? Here, darling, come meet my daughter-in-law, she's a mechanic."

"She works two jobs to take care of her family." James defended, angrily wishing he hadn't asked permission from the headmaster to visit his parents for the weekend. "It's admirable."

"So she's using you."

"She is not!" James began pacing, agitated. "I know what you're thinking, and she's not like that. How can she be using me if she won't even accept my help? She gets angry every time I suggest it."

"She's not good for you."

"You don't even know her!"

"What's all this yelling about?" Andrew poked his head into James' bedroom. "Annie, stop giving him such a hard time about Lily. I like her, she's a nice girl."

"She's using him!" Annalyse protested again. "She is not!" James argued, just as vehement. "You're just determined not to like her."

"James, she's horrible."

"Hey now," Andrew interrupted, hands up in a signal for peace. "There's nothing wrong with her Annie. She's smart, polite, independent, doesn't accept his money, and she's responsible and caring and takes care of her younger brothers and sisters. Where's the bad in that?"

Annalyse glared at him. "I don't like her." She said simply, and then she left the room.

"Don't worry about your mother, James." He sat where Annalyse had been sitting moments before. "She's probably just afraid that every girl you bring home is going to take you away from her. Most girls don't like their men's mothers being involved in their lives."

"I don't think there's going to _be_ another girl, Dad." James said softly. "I really like Lily. A lot... I love her." Andrew's eyebrows shot up and his son wouldn't meet his gaze, red faced as he left his room.

His dad rose and stretched, arms high as he followed his son downstairs. "Honestly son, if you really like her, then it shouldn't matter what everyone else thinks. You hold on to her."

***

"How'd it go Evans?" George leant casually against the side of the luxury car Lily was under the hood of. The redhead shot her boss a tortured look as she wiped her greasy hands on her coveralls.

"His mother's the real socialite, you know? Gorgeous, elegant, rich."

George nodded.

"Uh huh, and?"

"She hates me."

George looked doubtful. "Not possible. Everyone loves you."

"Hates me _passionately_." Lily amended, and ducked back under the car's hood. "His dad's really nice though. He has this Shelby. Oh, George, it's beautiful. It's a '66. He let me take a peek at it before James took me home. The engine needs to be practically rebuilt, but other than that...oh man. He's going to let me work on it though."

Her boss gaped at her. "You're kidding." Lily grinned. "Nope, not at all. He said he would love to see what I can do with it, and to be honest, nothing I can do at this point could make it worse. James is supposed to bring it by at some point today."

"Not late are we?" Employer and employee looked up to find two dark haired men standing a few meters away from them. Immediately Lily turned bright red, thoughts of the night she and James shared rushing through her mind. James smirked at her, knowing what she was remembering.

"Hello James, Mr. Potter." She greeted. "This is my boss George. George, this is my boyfriend James and his father Mr. Potter"

"Andrew." Mr. Potter corrected, reaching out for George's hand, to shake." George gaped at both Potters, and then at Lily, hastily wiping his hands on a rag before shaking Andrew's proffered one.

"Lily." He scolded. "You didn't tell me that your James is _the_ James Potter, son of _the_ Andrew and Annalyse Potter!" Lily rolled her eyes at the amazement and awe on her boss's face. "Don't be such a fangirl George."

Andrew chuckled; secretly amazed at how down to earth this girl was about their family. It was refreshing, especially from a girl of that age. "I am not a fangirl, Evans." George huffed. "Don't you read magazines? Watch the news?"

"George." Lily rolled her eyes again. "How could I possibly have time to read a magazine or watch television when I spend nearly every waking moment fixing the cars that come through this place?"

"Ha, ha." he retorted dryly. "You know, if you have a problem with the work load, you don't _have_ to be head mechanic. I'm sure somebody else would love the pay raise."

Lily grinned cheekily. "But nobody else does such a good job in such a short time." Now it was George's turn to roll his eyes. "Yeah, yeah." He turned to Mr. Potter. "So I hear you have a '66 that needs quite a bit of TLC?"

James nodded. "It's a right hunk of garbage at present." Andrew glared at him, making Lily giggle. "Yes, well, the last mechanic we took it to was rather.....incompetent."

"Well no worries." George reassured. "Besides me, this girls the best mechanic we've got. Hell, she's already faster than me, and she's barely post pubescent."

"I think I take offense." Lily smirked and ducked down for a second to tinker with the car she was working on.

"Boo hoo." George replied. "So have you brought it in?" he redirected his attention to the Potters.

Andrew nodded. "It's on the trailer we have attached to James' truck."

While George directed a couple of the workers in carefully bringing in Andrew's car, Lily stood back with James. He casually draped an arm over her shoulder. "How are you feeling?" he whispered in her ear, delighting in the fact that she turned bright red. "I'm fine." she muttered, ducking back under the hood of the silver car. He moved next to her, bending so that he could see her face. "We never got a chance to really talk this morning. Are you sore?"

If anything, Lily's face turned an even brighter shade of red. "No… Yes... A little." He pulled her out from under the hood by her hips, and turned her to face him.

"I'm sorry. I shouldn't have been so rough."

"You didn't do anything I didn't like." She cleared her throat. "That is… it's alright." He leaned back, smiling at her, until she got a bit defensive. "What?"

"You're nervous." He said, in that wonderful baritone voice of his. She eyed him carefully.

"Sorry?"

"No, no." he caressed her arm briefly, wishing they were alone so that he could hold her, reassure her. "No regrets?"

She looked up at him, startled. "None. You either?" He kissed her cheek sweetly, and then backed away.

"Never."

"Actually," Lily got a sly smile on her face that James had never seen before as she leaned forward to trace a caressing finger down his back. "I kind of want to do it again the next time you visit."

"Well, well, well. Who is this Lyle?" Lily groaned and stepped away from James, turning to face the newcomer. Amber, the tall, leggy brunette, was the secretary who worked at the luxury dealership that the shop was behind. Devastatingly gorgeous, she often wandered back into the shop on her breaks to flirt with the men and harass Lily.

"Amber, this is James. James, this is Amber. She works in the dealership."

"My father is the owner." The girl interceded, reaching to lay a perfectly manicured hand on James' arm. He smiled politely, and stepped slightly away. "Nice to meet you Amber."

"Pleasure's all mine." she insisted, and gave Lily a passing disapproving glance. "So… James, is it?" Amber eyed the young man standing before her in a way that made James grateful that she didn't seem to know exactly who he was. "Which car is yours?"

"That's my truck outside." He answered, taking another step towards Lily. "We used it to bring my father's car in." Amber turned her head slightly to regard the car before turning her full attention back to James. "That old one?" James nodded, hating the way that Amber was talking to him around Lily, but knowing that Lily wasn't necessarily going to butt in. "Yes, that's it. It won't even turn on."

She waved a hand dismissively. "I wouldn't worry too much about it. Lyle will get it running again. She can fix anything. So tell me...James. Are you seeing anyone? I'm free tonight."

He stared, a little shocked. "I'm seeing Lily actually." Amber turned catty eyes on Lily. "Lyle, Daddy wants you to come have a look at one of the cars they're about to put on the showroom floor."

Lily smiled apologetically in James' direction, her eyes downcast. Hating to leave him with Amber, but knowing that if there really was a problem with a car going on floor, it would need to be taken care of as soon as possible, she sighed. She hated it when Amber came into the shop. The girl was a painful reminder of just how feminine she was, compared to exactly how feminine Lily wasn't. The fact that she called her Lyle certainly didn't help matters much.

"I'll be right back." She muttered. James shot a quick glance towards his Dad, and then grabbed his girlfriend by the arm. "Hold on. I think Dad's ready to leave." He pulled her to him, wanting to tick off Amber because he knew just why she was calling Lily 'Lyle', and it pissed him off. He leaned close to whisper in her ear. "I go back to school in the morning. Can I come by tonight? Have that visit you just mentioned?"

Lily nodded, barely able to keep from flushing red. "Good." He leaned closer and nipped her ear. "Now be a good girl and give us a kiss goodbye." She tilted her head up to give him a quick peck on the lips, but he buried his hand in her hair and kissed her completely senseless. Lily gasped as he slanted his mouth over hers, slipping his tongue past her teeth and robbing her of every single thought. He broke away after a second, and his thumb rubbed the back of her neck in sensual circles. "See you tonight love." And after a quick kiss on her brow, he left her.

Amber scoffed and glared, but Lily didn't even see her, as she dazedly hurried off to see if she was needed at the dealership.


End file.
